##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM 10-K
 
 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2008
 Commission File Number 001-31648
 
 EURONET WORLDWIDE, INC.
 (Exact name of Registrant as specified in its charter)
 
 DELAWARE
(State or other jurisdiction of incorporation or organization)
    
    74-2806888
(I.R.S. Employer Identification No.)
 4601 COLLEGE BOULEVARD, SUITE 300
LEAWOOD, KANSAS
(Address of principal executive offices)
    
    66211
(Zip Code)
 (913) 327-4200
(Registrants telephone number, including area code)
 Securities registered pursuant to Section 12(b) of the Act:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon Stock, $0.02 par value 
Preferred Stock Purchase Rights
    
    Nasdaq Stock Market, LLC
Nasdaq Stock Market, LLC
 Securities registered pursuant to Section 12(g) of the Act: None
 
 o þ
 o þ
 þ o
 o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE




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Table of Contents
 PART I
    
    
    
    
    3ITEM 1.
    
    BUSINESS
    
    
    3ITEM 1A.
    
    RISK FACTORS
    
    
    16ITEM 1B.
    
    UNRESOLVED STAFF COMMENTS
    
    
    27ITEM 2.
    
    PROPERTIES
    
    
    28ITEM 3.
    
    LEGAL PROCEEDINGS
    
    
    28ITEM 4.
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    28PART II
    
    
    
    
    29ITEM 5.
    
    MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
    
    
    29ITEM 6.
    
    SELECTED FINANCIAL DATA
    
    
    31ITEM 7.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    
    
    32ITEM 7A.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    60ITEM 8.
    
    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
    
    
    62ITEM 9.
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
    
    
    96ITEM 9A.
    
    CONTROLS AND PROCEDURES
    
    
    96ITEM 9B.
    
    OTHER INFORMATION
    
    
    97PART III
    
    
    
    
    98ITEM 10.
    
    DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
    
    
    98ITEM 11.
    
    EXECUTIVE COMPENSATION
    
    
    98ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
    
    
    98ITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
    
    
    98ITEM 14.
    
    PRINCIPAL ACCOUNTANT FEES AND SERVICES
    
    
    98PART IV
    
    
    
    
    98ITEM 15.
    
    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
    
    
    98EX-12.1EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2
  
 2




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PART I
 
 ITEM 1. BUSINESS
 OVERVIEW
 General Overview
  Core Business Segments
  
    
    An EFT Processing Segment, which processes transactions for a network of 10,128 ATMs and
approximately 54,000 POS terminals across Europe, the Middle East and Asia Pacific. We
provide comprehensive electronic payment solutions consisting of ATM network participation;
outsourced ATM and POS management solutions; credit and debit card outsourcing; card issuing
and merchant acquiring services. Through this segment, we also offer a suite of integrated
EFT software solutions for electronic payment and transaction delivery systems.
 
    
    A Prepaid Processing Segment, which provides electronic distribution of prepaid mobile
airtime and other prepaid products and collection services for various prepaid products,
cards and services. We are one of the largest international providers of prepaid mobile
airtime processing. Including terminals operated by unconsolidated subsidiaries, we operate a
network of approximately 430,000 POS terminals providing electronic processing of prepaid
mobile airtime top-up services in Europe, the Middle East, Asia Pacific and North America.
Through this segment, we are one of the largest international providers of prepaid mobile
airtime processing.
 
    
    A Money Transfer Segment, which provides global consumer to consumer money transfer
services. We offer this service through a sending network of agents and Company-owned stores
primarily in Europe and North America, disbursing money transfers through a worldwide payer
network. Bill payment services are offered primarily in the U.S. Based on revenues and
volumes, through this segment, we are the third-largest global money transfer company.
  Historical Perspective
     3




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2008 Developments
    BUSINESS SEGMENT OVERVIEW
  EFT PROCESSING SEGMENT
 Overview
    4




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(in millions)
    
    2004
    
    2005
    
    2006
    
    2007
    
    2008EFT processing transactions per year
    
    
    232.5
    
    
    
    361.5
    
    
    
    463.6
    
    
    
    603.8
    
    
    
    704.2
  EFT Processing Products and Services
 Outsourced Management Solutions
   Euronet-Branded ATM Transaction Processing
 ® ® ® ® ®
    
    
    cash withdrawals,
    
    balance inquiries,
    
    transactions not completed because the relevant card issuer does not give
authorization, and
    
    prepaid telecommunication recharges.
 Card Acceptance or Sponsorship Agreements
  5




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Other Products and Services
      EFT Processing Segment Strategy
     6




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Seasonality
  Significant Customers and Government Contracts
  Competition
  Discontinued Operations
  PREPAID PROCESSING SEGMENT
 Overview
   Sources of Revenue
   
    
    through postpaid accounts, where usage is billed at the end of each billing period,
and
    
    through prepaid accounts, where customers pay in advance by crediting their
accounts prior to usage.
   7




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Prepaid Processing Products and Services
 Prepaid Mobile Airtime Transaction Processing
    (in millions)
    
    2004
    
    2005
    
    2006
    
    2007
    
    2008Prepaid processing transactions per year
    
    
    228.6
    
    
    
    348.0
    
    
    
    457.8
    
    
    
    634.8
    
    
    
    713.1
 Retailer and Distributor Contracts
  8




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Other Products and Services
  Prepaid Processing Segment Strategy
  Seasonality
  Significant Customers and Government Contracts
  Competition
   9




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MONEY TRANSFER SEGMENT
 Overview
    Money Transfer Services
  Sources of Revenue
  Money Transfer Segment Strategy
  10




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Seasonality
  Significant Customers and Government Contracts
  Competition
  PRODUCT RESEARCH, DEVELOPMENT AND ENHANCEMENT
    FINANCIAL INFORMATION BY GEOGRAPHIC AREA
  EMPLOYEES
  11




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GOVERNMENT REGULATION
    Money Transfer and Payment Instrument Licensing
    Escheat Regulations
  12




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Privacy and Information Security Regulations
    Money Transfer Compliance Policies and Programs
  INTELLECTUAL PROPERTY
     13




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EXECUTIVE OFFICERS OF THE REGISTRANT
  Name
    
    Age
    
    Served Since
    
    Position HeldMichael J. Brown
    
    
    52
    
    
    July 1994
    
    Chairman and Chief Executive OfficerKevin J. Caponecchi
    
    
    42
    
    
    July 2007
    
    PresidentRick L. Weller
    
    
    51
    
    
    November 2002
    
    Executive Vice President  Chief Financial OfficerJeffrey B. Newman
    
    
    54
    
    
    December 1996
    
    Executive Vice President  General CounselJuan C. Bianchi
    
    
    38
    
    
    April 2007
    
    Executive Vice President  Managing Director, Money Transfer SegmentRoger Heinz
    
    
    48
    
    
    September 2008
    
    Senior Vice President  Managing Director, Europe EFT Processing
SegmentGareth Gumbley
    
    
    36
    
    
    May 2008
    
    Senior Vice President  Managing Director, Prepaid Processing Segment
       14




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Departure of Directors or Certain Officers
  AVAILABILITY OF REPORTS, CERTAIN COMMITTEE CHARTERS AND OTHER INFORMATION
    15




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ITEM 1A. RISK FACTORS
 You should carefully consider the risks described below before making an investment decision. The
risks and uncertainties described below are not the only ones facing our company. Additional risks
and uncertainties not presently known to us or that we currently deem immaterial may also impair
our business operations.
 If any of the following risks actually occurs, our business, financial condition or results of
operations could be materially adversely affected. In that case, the trading price of our common
stock could decline substantially.
 This Annual Report also contains forward-looking statements that involve risks and uncertainties.
Our actual results could differ materially from those anticipated in the forward-looking statements
as a result of a number of factors, including the risks described below and elsewhere in this
Annual Report.
 Risks Related to Our Business
 We have a substantial amount of debt and other contractual commitments, and the cost of servicing
those obligations could adversely affect our business, and such risk could increase if we incur
more debt. We may be required to prepay our obligations under the secured syndicated credit
facility.
  
    
    our ability to obtain any necessary financing in the future for
working capital, capital expenditures, debt service requirements or
other purposes may be limited or financing may be unavailable;
    
    a substantial portion of our cash flows must be dedicated to the
payment of principal and interest on our indebtedness and other
obligations and will not be available for use in our business;
    
    our level of indebtedness could limit our flexibility in planning for,
or reacting to, changes in our business and the markets in which we
operate;
    
    our high degree of indebtedness will make us more vulnerable to
changes in general economic conditions and/or a downturn in our
business, thereby making it more difficult for us to satisfy our
obligations; and
    
    because a portion of our debt bears interest at a variable rate of
interest, our actual debt service obligations could increase as a
result of adverse changes in interest rates.
     16




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In the event that we need debt financing in the future, recent uncertainty in the credit markets
could affect our ability to obtain debt financing on reasonable terms.
  Increases in interest rates will adversely impact our results from operations.
  Our business may suffer from risks related to our recent acquisitions and potential future
acquisitions, including our acquisition of RIA during 2007.
  
    
    The integration plans for our acquisitions are based on benefits that involve
assumptions as to future events, including leveraging our existing relationships with
mobile phone operators and retailers, as well as general business and industry conditions,
many of which are beyond our control and may not materialize. Unforeseen factors may offset
components of our integration plans in whole or in part. As a result, our actual results
may vary considerably, or be considerably delayed, compared to our estimates;
    
    The integration process could disrupt the activities of the businesses that are being
combined. The combination of companies requires, among other things, coordination of
administrative and other functions. In addition, the loss of key employees, customers or
vendors of acquired businesses could materially and adversely impact the integration of the
acquired business;
    
    The execution of our integration plans may divert the attention of our management from
other key responsibilities;
    
    We may assume unanticipated liabilities and contingencies; or
    
    Our acquisition targets could fail to perform in accordance with our expectations at the
time of purchase.
  We may be required to recognize additional impairment charges related to long-lived assets and
goodwill recorded in connection with our acquisitions.
   17




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A lack of business opportunities or financial or other resources may impede our ability to continue
to expand at desired levels, and our failure to expand operations could have an adverse impact on
our financial condition.
  
    
    the demand for our ATM services in our current target markets;
    
    the ability to locate appropriate ATM sites and obtain necessary approvals for the
installation of ATMs;
    
    the ability to install ATMs in an efficient and timely manner;
    
    the expansion of our business into new countries as currently planned;
    
    entering into additional card acceptance and ATM outsourcing agreements with banks;
    
    the ability to renew existing agreements with customers;
    
    the ability to obtain sufficient numbers of ATMs on a timely basis; and
    
    the availability of financing for the expansion.
   
    
    the ability to negotiate new agreements, and renew existing agreements, in these markets
with mobile phone operators, banks and retailers;
    
    the continuation of the trend of increased use of electronic prepaid mobile airtime
among mobile phone users;
    
    the continuation of the trend of increased use of electronic money transfer and bill
payment among immigrant workers;
    
    the increase in the number of prepaid mobile phone users; and
    
    the availability of financing for the expansion.
  We are subject to business cycles, seasonality and other outside factors that may negatively affect
our business.
   18




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A prolonged economic slowdown or lengthy or severe recession in the U.S. or elsewhere could harm
our operations.
  The growth and profitability of our prepaid business is dependent on certain factors that vary from
market to market.
  Our prepaid mobile airtime top-up and money transfer businesses may be susceptible to fraud and/or
credit risks occurring at the retailer and/or consumer level.
   Because we typically enter into short-term contracts with mobile phone operators and retailers, our
top-up business is subject to the risk of non-renewal of those contracts, or renewal under less
favorable terms.
  19




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The processes and systems we employ may be subject to patent protection by other parties.
  The stability and growth of our EFT Processing Segment depend on maintaining our current card
acceptance and ATM management agreements with banks and international card organizations, and on
securing new arrangements for card acceptance and ATM management.
   Retaining the founder and key executives of our company, and of companies that we acquire, and
finding and retaining qualified personnel is important to our continued success.
   Our operating results depend in part on the volume of transactions on ATMs in our network and the
fees we can collect from processing these transactions.
  
    
    the increased issuance of credit and debit cards;
    
    the increased acceptance of our ATM processing and management services in our target
markets;
    
    the maintenance of the level of transaction fees we receive;
    
    the installation of larger numbers of ATMs; and
    
    the continued use of our ATMs by credit and debit cardholders.
 20




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Our operating results in the money transfer business depend in part on continued worker immigration
patterns, our ability to expand our share of the existing electronic market and to expand into new
markets and our ability to continue complying with regulations issued by the Office of Foreign
Assets Control (OFAC), Bank Secrecy Act (BSA), Financial Crimes Enforcement Network (FINCEN),
PATRIOT Act regulations or any other existing or future regulations that impact any aspect of our
money transfer business.
   Changes in state, federal or foreign laws, rules and regulations could impact the money transfer
industry, making it more difficult for our customers to initiate money transfers.
  Changes in banking industry regulation and practice could make it more difficult for us and our
agents to maintain depository accounts with banks.
  Developments in electronic financial transactions could materially reduce our transaction levels
and revenues.
   21




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We generally have little control over the ATM transaction fees established in the markets where we
operate, and therefore, cannot control any potential reductions in these fees.
  In some cases, we are dependent upon international card organizations and national transaction
processing switches to provide assistance in obtaining settlement from card issuers of funds
relating to transactions on our ATMs.
  Because our business is highly dependent on the proper operation of our computer network and
telecommunications connections, significant technical disruptions to these systems would adversely
affect our revenues and financial results.
  We are subject to the risks of liability for fraudulent bankcard and other card transactions
involving a breach in our security systems, breaches of our information security policies or
safeguards, as well as for ATM theft and vandalism.
    22




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We could incur substantial losses if one of the third party depository institutions we use in our
operations were to fail.
  We are required under German law and the rules of financial transaction switching networks in all
of our markets to have sponsors to operate ATMs and switch ATM transactions. Our failure to
secure sponsor arrangements in Germany or any other market could prevent us from doing business
in that market.
   If we are unable to maintain our money transfer agent and correspondent networks, our business may
be adversely affected.
  If consumer confidence in our money transfer business or brands declines, our business may be
adversely affected.
  Our money transfer service offerings are dependent on financial institutions to provide such
offerings.
  23




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Our competition in the EFT Processing Segment, Prepaid Processing Segment and Money Transfer
Segment include large, well financed companies and financial institutions larger than us with
earlier entry into the market. As a result, we may lack the financial resources and access to
capital needed to capture increased market share.
 EFT Processing Segment
   Prepaid Processing Segment
 Money Transfer Segment
 Competition in our EFT Processing Segment has increased over the last several years, increasing the
risk that certain of our long-term bank outsourcing contracts may be terminated or not renewed upon
expiration.
  We conduct a significant portion of our business in Central and Eastern European countries, and we
have subsidiaries in the Middle East and Asia Pacific, where the risk of continued political,
economic and regulatory change that could impact our operating results is greater than in the U.S.
or Western Europe.
  24




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We conduct business in many international markets with complex and evolving tax rules, including
value added tax rules, which subjects us to international tax compliance risks.
  As allowable under the Internal Revenue Code (the Code), the interest deduction from our
convertible debentures are based on a comparable interest rate for a traditional, nonconvertible,
fixed rate debt instrument with similar terms. This allowable deduction is in excess of the stated
interest rate. This deduction may be deferred, limited or eliminated under certain conditions.
    25




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Because we are an international company conducting a complex business in many markets worldwide, we
are subject to legal and operational risks related to staffing and management, as well as a broad
array of local legal and regulatory requirements.
  Because we derive our revenues from a multitude of countries with different currencies, our
business is affected by local inflation and foreign currency exchange rates and policies.
   We have various mechanisms in place to discourage takeover attempts, which may reduce or eliminate
our stockholders ability to sell their shares for a premium in a change of control transaction.
  
    
    preferred stock that could be issued by our board of directors to make it more difficult
for a third party to acquire, or to discourage a third party from acquiring, a majority of
our outstanding voting stock;
    
    classification of our directors into three classes with respect to the time for which
they hold office;
    
    supermajority voting requirements to amend the provision in our certificate of
incorporation providing for the classification of our directors into three such classes;
    
    non-cumulative voting for directors;
    
    control by our board of directors of the size of our board of directors;
    
    limitations on the ability of stockholders to call special meetings of stockholders; and
    
    advance notice requirements for nominations of candidates for election to our board of
directors or for proposing matters that can be acted upon by our stockholders at
stockholder meetings.
  26




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Our directors and officers, together with the entities with which they are associated, owned
approximately 10% of our Common Stock as of December 31, 2008, giving them significant control over
decisions related to our Company.
  We are authorized to issue up to a total of 90 million shares of Common Stock, potentially diluting
equity ownership of current holders and the share price of our Common Stock.
  An additional 11.6 million shares of Common Stock, representing 23% of the shares outstanding as of
December 31, 2008, could be added to our total Common Stock outstanding through the exercise of
options or the issuance of additional shares of our Common Stock pursuant to existing convertible
debt and other agreements. Once issued, these shares of Common Stock could be traded into the
market and result in a decrease in the market price of our Common Stock.
    
 ITEM 1B. UNRESOLVED STAFF COMMENTS
  27




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ITEM 2. PROPERTIES
    
 ITEM 3. LEGAL PROCEEDINGS
    
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  28




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PART II
 
 ITEM 5.
    
    MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
 MARKET INFORMATION
  2008
    
    2007For the quarters ended
    
    High
    
    Low
    
    High
    
    LowDecember 31
    
    $
    16.68
    
    
    $
    6.87
    
    
    $
    33.25
    
    
    $
    26.83September 30
    
    $
    20.36
    
    
    $
    15.36
    
    
    $
    31.00
    
    
    $
    24.64June 30
    
    $
    20.14
    
    
    $
    16.28
    
    
    $
    30.55
    
    
    $
    25.64March 31
    
    $
    30.57
    
    
    $
    19.07
    
    
    $
    30.57
    
    
    $
    25.08
 DIVIDENDS
  HOLDERS
  PRIVATE PLACEMENTS AND ISSUANCES OF EQUITY
  STOCK PERFORMANCE GRAPH
   29




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®
 EQUITY COMPENSATION PLAN INFORMATION
  Number ofsecuritiesremainingavailable forfuture issuanceNumber of
    
    
    
    
    
    
    under equitysecurities to be
    
    
    
    
    
    
    compensationissued upon
    
    
    Weighted average
    
    
    plans (excludingexercise of
    
    
    exercise price of
    
    
    securitiesoutstanding
    
    
    outstanding
    
    
    reflected inoptions and rights
    
    
    options and rights
    
    
    column (a))Plan category
    
    (a)
    
    
    (b)
    
    
    (c)Equity compensation plans approved by security holders:
    
    
    
    
    
    
    
    
    
    
    966,652Stock option awards
    
    
    3,383,194
    
    
    $
    11.71Restricted share unit awards
    
    
    1,536,274
    
    
    
    Equity compensation plans not approved by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    4,919,468
    
    
    
    8.05
    
    
    
    966,652
 30




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##### Table of Contents



ITEM 6. SELECTED FINANCIAL DATA
  Year Ended December 31,(dollar amounts in thousands, except as noted)
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005
    
    
    2004Consolidated
statements of operations data:Revenues
    
    $
    1,045,665
    
    
    $
    902,666
    
    
    $
    615,376
    
    
    $
    531,159
    
    
    $
    381,080Operating
expenses (1)
    
    
    1,138,435
    
    
    
    779,435
    
    
    
    536,014
    
    
    
    461,007
    
    
    
    335,550Depreciation and amortization
    
    
    56,251
    
    
    
    46,997
    
    
    
    28,590
    
    
    
    22,800
    
    
    
    16,216Operating
income (loss)(1)
    
    
    (149,021
    )
    
    
    76,234
    
    
    
    50,772
    
    
    
    47,352
    
    
    
    29,314Other income (expenses)
    
    $
    (36,962
    )
    
    
    5,194
    
    
    
    9,212
    
    
    
    (10,080
    )
    
    
    (5,646
    )Income from unconsolidated affiliates
    
    
    1,250
    
    
    
    908
    
    
    
    660
    
    
    
    1,185
    
    
    
    345Income (loss) from continuing operations
before income taxes and minority interest
    
    
    (184,733
    )
    
    
    82,336
    
    
    
    60,644
    
    
    
    38,457
    
    
    
    24,013Income tax expense
    
    
    (10,228
    )
    
    
    (27,759
    )
    
    
    (14,294
    )
    
    
    (14,843
    )
    
    
    (11,389
    )Minority interest
    
    
    935
    
    
    
    (2,040
    )
    
    
    (977
    )
    
    
    (916
    )
    
    
    (58
    )Income (loss) from continuing operations
    
    $
    (194,026
    )
    
    $
    52,537
    
    
    $
    45,373
    
    
    $
    22,698
    
    
    $
    12,566Earnings (loss) per share from continuing operations:Basic
    
    $
    (3.95
    )
    
    $
    1.16
    
    
    $
    1.22
    
    
    $
    0.65
    
    
    $
    0.40Diluted
    
    $
    (3.95
    )
    
    $
    1.09
    
    
    $
    1.14
    
    
    $
    0.62
    
    
    $
    0.38Consolidated balance sheet data:Assets
    
    $
    1,440,124
    
    
    $
    1,886,156
    
    
    $
    1,129,640
    
    
    $
    898,692
    
    
    $
    642,315Debt obligations, long-term portion
    
    
    321,909
    
    
    
    539,303
    
    
    
    349,073
    
    
    
    315,000
    
    
    
    140,000Capital lease obligations, long-term portion
    
    
    6,356
    
    
    
    11,520
    
    
    
    13,409
    
    
    
    12,229
    
    
    
    16,894Summary network data (unaudited):Number of operational ATMs at end of period
    
    
    10,128
    
    
    
    11,347
    
    
    
    8,885
    
    
    
    7,211
    
    
    
    5,742EFT processing transactions during the period (millions)
    
    
    704.2
    
    
    
    603.8
    
    
    
    463.6
    
    
    
    361.5
    
    
    
    232.5Number of operational prepaid processing POS terminals
at end of period (rounded)
    
    
    430,000
    
    
    
    396,000
    
    
    
    296,000
    
    
    
    237,000
    
    
    
    175,000Prepaid processing transactions during the period (millions)
    
    
    713.1
    
    
    
    634.8
    
    
    
    457.8
    
    
    
    348.0
    
    
    
    228.6Money transfer transactions during the period (millions)
    
    
    16.7
    
    
    
    12.0
    
    
    
    0.3
    
    
    
    0.1
    
    
    
    
 
  31




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##### Table of Contents



ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 COMPANY OVERVIEW, GEOGRAPHIC LOCATIONS AND PRINCIPAL PRODUCTS AND SERVICES
  
    
    An EFT Processing Segment, which processes transactions for a network of 10,128 ATMs
and approximately 54,000 POS terminals across Europe, the Middle East and Asia Pacific. We
provide comprehensive electronic payment solutions consisting of ATM network
participation, outsourced ATM and POS management solutions, credit and debit card
outsourcing and electronic recharge services for prepaid mobile airtime. Through this
segment, we also offer a suite of integrated EFT software solutions for electronic payment
and transaction delivery systems.
    
    A Prepaid Processing Segment, which provides electronic distribution of prepaid
mobile airtime and other prepaid products and collection services for various prepaid
products, cards and services. Including terminals operated by unconsolidated subsidiaries,
we operate a network of approximately 430,000 POS terminals providing electronic
processing of prepaid mobile airtime top-up services in Europe, the Middle East, Asia
Pacific and North America.
    
    A Money Transfer Segment, which provides global consumer-to-consumer money transfer
services through a sending network of agents and Company-owned stores primarily in North
America and Europe, disbursing money transfers through a worldwide payer network. The
Money Transfer Segment originates and terminates transactions through a network of
approximately 75,800 locations, which include sending agents and Company-owned stores, and
an extensive payer network in more than 100 countries.
  SOURCES OF REVENUES AND CASH FLOW
  EFT Processing Segment
 Prepaid Processing Segment
 32




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##### Table of Contents



Money Transfer Segment
 OPPORTUNITIES AND CHALLENGES
  
    
    signing new outsourced ATM and POS terminal management contracts;
    
    increasing transactions processed on our network of owned and operated ATMs;
    
    expansion of our prepaid mobile airtime top-up processing network;
    
    expansion of our money transfer and bill payment network; and
    
    development of our credit and debit card outsourcing business.
 EFT Processing Segment
 
    
    the impact of competition by banks and other ATM operators and service providers in our
current target markets;
    
    the demand for our ATM outsourcing services in our current target markets;
    
    the ability to develop products or services to drive increases in transactions;
    
    the expansion of our various business lines in markets where we operate and in new
markets;
    
    the entrance into additional card acceptance and ATM management agreements with banks;
    
    the ability to obtain required licenses in markets we intend to enter or expand
services;
    
    the availability of financing for expansion;
    
    the ability to efficiently install ATMs contracted under newly awarded outsourcing
agreements;
    
    the ability to renew existing contracts at profitable rates;
    
    the ability to expand and sign additional customers for the cross-border merchant
processing and acquiring business; and
    
    the continued development and implementation of our software products and their ability
to interact with other leading products.
    33




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##### Table of Contents



Prepaid Processing Segment
 
    
    the ability to negotiate new agreements in additional markets with mobile phone
operators, agent financial institutions and retailers;
    
    the ability to use existing expertise and relationships with mobile operators and
retailers to our advantage;
    
    the continuation of the trend towards conversion from scratch card solutions to
electronic processing solutions for prepaid mobile airtime among mobile phone users, and
the continued use of third-party providers such as ourselves to supply this service;
    
    the development of mobile phone networks in the markets in which we do business and the
increase in the number of mobile phone users;
    
    the overall pace of growth in the prepaid mobile phone market;
    
    our market share of the retail distribution capacity;
    
    the level of commission that is paid to the various intermediaries in the prepaid mobile
airtime distribution chain;
    
    our ability to add new and differentiated prepaid products in addition to those offered
by mobile operators;
    
    the ability to take advantage of cross-selling opportunities with our Money Transfer
Segment, including providing money transfer services through our prepaid locations; and
    
    the availability of financing for further expansion.
  Money Transfer Segment 
 
    
    the continued growth in worker migration and employment opportunities;
    
    the mitigation of economic and political factors that have had an adverse impact on
money transfer volumes, such as changes in the economic sectors in which immigrants work
and the developments in immigration policies in the U.S.;
    
    the continuation of the trend of increased use of electronic money transfer and bill
payment services among immigrant workers and the unbanked population in our markets;
    
    the ability to maintain our agent and correspondent networks;
    
    the ability to offer our products and services or develop new products and services at
competitive prices to drive increases in transactions;
    
    the expansion of our services in markets where we operate and in new markets;
    
    the ability to strengthen our brands;
    
    our ability to fund working capital requirements;
    
    our ability to maintain compliance with the regulatory requirements of the jurisdictions
in which we operate or plan to operate;
    
    the ability to take advantage of cross-selling opportunities with the Prepaid Processing
Segment, including providing prepaid services through RIAs stores and agents worldwide;
    
    the ability to leverage our banking and merchant/retailer relationships to expand money
transfer corridors to Europe and Asia, including high growth corridors to Central and
Eastern European countries;
    
    the availability of financing for further expansion; and
    
    our ability to continue to successfully integrate RIA with our other operations.
  Corporate Services, Eliminations and Other
 34




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##### Table of Contents



SEGMENT REVENUES AND OPERATING INCOME (LOSS) FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006
 Revenues
    
    
    Operating Income (Loss)(in thousands)
    
    2008
    
    
    2007
    
    
    2006
    
    
    2008
    
    
    2007
    
    
    2006EFT Processing
    
    $
    205,257
    
    
    $
    174,049
    
    
    $
    144,515
    
    
    $
    38,306
    
    
    $
    36,147
    
    
    $
    34,278Prepaid Processing
    
    
    609,106
    
    
    
    569,858
    
    
    
    467,651
    
    
    
    (4,659
    )
    
    
    52,813
    
    
    
    37,622Money Transfer
    
    
    231,302
    
    
    
    158,759
    
    
    
    3,210
    
    
    
    (157,150
    )
    
    
    7,130
    
    
    
    (3,295
    )Total
    
    
    1,045,665
    
    
    
    902,666
    
    
    
    615,376
    
    
    
    (123,503
    )
    
    
    96,090
    
    
    
    68,605Corporate services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (25,518
    )
    
    
    (19,856
    )
    
    
    (17,833
    )Total
    
    $
    1,045,665
    
    
    $
    902,666
    
    
    $
    615,376
    
    
    $
    (149,021
    )
    
    $
    76,234
    
    
    $
    50,772
 SUMMARY
    Impact of changes in foreign currency exchange rates
  35




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##### Table of Contents



COMPARISON OF OPERATING RESULTS FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006  BY BUSINESS
SEGMENT
 EFT PROCESSING SEGMENT
 2008 Compared to 2007
  Year Ended December 31,
    
    
    Year-over-Year ChangeIncrease
    
    
    Increase(Decrease)
    
    
    (Decrease)(dollar amounts in thousands)
    
    2008
    
    
    2007
    
    
    Amount
    
    
    PercentTotal revenues
    
    $
    205,257
    
    
    $
    174,049
    
    
    $
    31,208
    
    
    
    18
    %Operating expenses:Direct operating costs
    
    
    93,414
    
    
    
    74,879
    
    
    
    18,535
    
    
    
    25
    %Salaries and benefits
    
    
    34,944
    
    
    
    31,874
    
    
    
    3,070
    
    
    
    10
    %Selling, general and administrative
    
    
    19,398
    
    
    
    14,952
    
    
    
    4,446
    
    
    
    30
    %Depreciation and amortization
    
    
    19,195
    
    
    
    16,197
    
    
    
    2,998
    
    
    
    19
    %Total operating expenses
    
    
    166,951
    
    
    
    137,902
    
    
    
    29,049
    
    
    
    21
    %Operating income
    
    $
    38,306
    
    
    $
    36,147
    
    
    $
    2,159
    
    
    
    6
    %Transactions processed (millions)
    
    
    704.2
    
    
    
    603.8
    
    
    
    100.4
    
    
    
    17
    %ATMs as of December 31
    
    
    10,128
    
    
    
    11,347
    
    
    
    (1,219
    )
    
    
    (11
    %)Average ATMs
    
    
    10,554
    
    
    
    10,025
    
    
    
    529
    
    
    
    5
    %
 Discontinued operations
  Revenues
    36




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##### Table of Contents



Direct operating costs
  Gross profit
  Salaries and benefits
  Selling, general and administrative
  Depreciation and amortization
  Operating income
  37




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##### Table of Contents



Software sales backlog
  2007 Compared to 2006
  Year Ended December 31,
    
    
    Year-over-Year ChangeIncrease
    
    
    Increase(dollar amounts in thousands)
    
    2007
    
    
    2006
    
    
    Amount
    
    
    PercentTotal revenues
    
    $
    174,049
    
    
    $
    144,515
    
    
    $
    29,534
    
    
    
    20
    %Operating expenses:Direct operating costs
    
    
    74,879
    
    
    
    56,851
    
    
    
    18,028
    
    
    
    32
    %Salaries and benefits
    
    
    31,874
    
    
    
    27,417
    
    
    
    4,457
    
    
    
    16
    %Selling, general and administrative
    
    
    14,952
    
    
    
    12,069
    
    
    
    2,883
    
    
    
    24
    %Depreciation and amortization
    
    
    16,197
    
    
    
    13,900
    
    
    
    2,297
    
    
    
    17
    %Total operating expenses
    
    
    137,902
    
    
    
    110,237
    
    
    
    27,665
    
    
    
    25
    %Operating income
    
    $
    36,147
    
    
    $
    34,278
    
    
    $
    1,869
    
    
    
    5
    %Transactions processed (millions)
    
    
    603.8
    
    
    
    463.6
    
    
    
    140.2
    
    
    
    30
    %ATMs as of December 31
    
    
    11,347
    
    
    
    8,885
    
    
    
    2,462
    
    
    
    28
    %Average ATMs
    
    
    10,025
    
    
    
    8,066
    
    
    
    1,959
    
    
    
    24
    %
 Revenues
   38




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##### Table of Contents



Direct operating costs
  Gross profit
  Salaries and benefits
  Selling, general and administrative
  Depreciation and amortization
  Operating income
   39




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##### Table of Contents



PREPAID PROCESSING SEGMENT
 2008 Compared to 2007
  Year Ended December 31,
    
    
    Year-over-Year ChangeIncrease
    
    
    Increase(Decrease)
    
    
    (Decrease)(dollar amounts in thousands)
    
    2008
    
    
    2007
    
    
    Amount
    
    
    PercentTotal revenues
    
    $
    609,106
    
    
    $
    569,858
    
    
    $
    39,248
    
    
    
    7
    %Operating expenses:Direct operating costs
    
    
    495,971
    
    
    
    464,874
    
    
    
    31,097
    
    
    
    7
    %Salaries and benefits
    
    
    28,574
    
    
    
    27,493
    
    
    
    1,081
    
    
    
    4
    %Selling, general and administrative
    
    
    22,098
    
    
    
    20,567
    
    
    
    1,531
    
    
    
    7
    %Goodwill impairment
    
    
    50,681
    
    
    
    
    
    
    
    50,681
    
    
    
    n/mFederal excise tax refund
    
    
    
    
    
    
    (12,191
    )
    
    
    12,191
    
    
    
    n/mDepreciation and amortization
    
    
    16,441
    
    
    
    16,302
    
    
    
    139
    
    
    
    1
    %Total operating expenses
    
    
    613,765
    
    
    
    517,045
    
    
    
    96,720
    
    
    
    19
    %Operating income (loss)
    
    $
    (4,659
    )
    
    $
    52,813
    
    
    $
    (57,472
    )
    
    
    n/mTransactions processed (millions)
    
    
    713.1
    
    
    
    634.8
    
    
    
    78.3
    
    
    
    12
    %
 
 n/m
    
     Not meaningful. Revenues
    Direct operating costs
  40




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##### Table of Contents



Gross profit
  Salaries and benefits
  Selling, general and administrative
  Goodwill impairment
  Federal excise tax refund
  Depreciation and amortization
  Operating income (loss)
  41




---



##### Table of Contents



2007 Compared to 2006
  Year Ended December 31,
    
    
    Year-over-Year ChangeIncrease(Decrease)
    
    
    Increase(dollar amounts in thousands)
    
    2007
    
    
    2006
    
    
    Amount
    
    
    PercentTotal revenues
    
    $
    569,858
    
    
    $
    467,651
    
    
    $
    102,207
    
    
    
    22
    %Operating expenses:Direct operating costs
    
    
    464,874
    
    
    
    376,329
    
    
    
    88,545
    
    
    
    24
    %Salaries and benefits
    
    
    27,493
    
    
    
    22,561
    
    
    
    4,932
    
    
    
    22
    %Selling, general and administrative
    
    
    20,567
    
    
    
    17,011
    
    
    
    3,556
    
    
    
    21
    %Federal excise tax refund
    
    
    (12,191
    )
    
    
    
    
    
    
    (12,191
    )
    
    
    n/mDepreciation and amortization
    
    
    16,302
    
    
    
    14,128
    
    
    
    2,174
    
    
    
    15
    %Total operating expenses
    
    
    517,045
    
    
    
    430,029
    
    
    
    87,016
    
    
    
    20
    %Operating income
    
    $
    52,813
    
    
    $
    37,622
    
    
    $
    15,191
    
    
    
    40
    %Transactions processed (millions)
    
    
    634.8
    
    
    
    457.8
    
    
    
    177.0
    
    
    
    39
    %
 
 n/m
    
     Not meaningful. Revenues
    Direct operating costs
  Gross profit
  42




---



##### Table of Contents



Salaries and benefits
  Selling, general and administrative
  Federal excise tax refund
  Depreciation and amortization
  Operating income
   MONEY TRANSFER SEGMENT
  43




---



##### Table of Contents



2008 Compared to 2007
  As ReportedYear Ended December 31,
    
    
    Year-over-Year ChangeIncrease(Decrease)
    
    
    Increase(dollar amounts in thousands)
    
    2008
    
    
    2007
    
    
    Amount
    
    
    PercentTotal revenues
    
    $
    231,302
    
    
    $
    158,759
    
    
    $
    72,543
    
    
    
    46
    %Operating expenses:Direct operating costs
    
    
    114,457
    
    
    
    83,795
    
    
    
    30,662
    
    
    
    37
    %Salaries and benefits
    
    
    50,543
    
    
    
    32,705
    
    
    
    17,838
    
    
    
    55
    %Selling, general and administrative
    
    
    34,673
    
    
    
    21,459
    
    
    
    13,214
    
    
    
    62
    %Goodwill and acquired intangible assets impairment
    
    
    169,396
    
    
    
    
    
    
    
    169,396
    
    
    
    n/mDepreciation and amortization
    
    
    19,383
    
    
    
    13,670
    
    
    
    5,713
    
    
    
    42
    %Total operating expenses
    
    
    388,452
    
    
    
    151,629
    
    
    
    236,823
    
    
    
    156
    %Operating income (loss)
    
    $
    (157,150
    )
    
    $
    7,130
    
    
    $
    (164,280
    )
    
    
    n/mTransactions processed (millions)
    
    
    16.7
    
    
    
    12.0
    
    
    
    4.7
    
    
    
    39
    %
 
   Year Ended December 31,
    
    
    Year-over-Year ChangeIncrease2007
    
    
    (Decrease)
    
    
    Increase(dollar amounts in thousands)
    
    2008
    
    
    Pro Forma
    
    
    Amount
    
    
    Percent(unaudited)Total revenues
    
    $
    231,302
    
    
    $
    204,948
    
    
    $
    26,354
    
    
    
    13
    %Operating expenses:Direct operating costs
    
    
    114,457
    
    
    
    108,589
    
    
    
    5,868
    
    
    
    5
    %Salaries and benefits
    
    
    50,543
    
    
    
    42,383
    
    
    
    8,160
    
    
    
    19
    %Selling, general and administrative
    
    
    34,673
    
    
    
    27,444
    
    
    
    7,229
    
    
    
    26
    %Goodwill and acquired intangible assets impairment
    
    
    169,396
    
    
    
    
    
    
    
    169,396
    
    
    
    n/mDepreciation and amortization
    
    
    19,383
    
    
    
    17,700
    
    
    
    1,683
    
    
    
    10
    %Total operating expenses
    
    
    388,452
    
    
    
    196,116
    
    
    
    192,336
    
    
    
    98
    %Operating income (loss)
    
    $
    (157,150
    )
    
    $
    8,832
    
    
    $
    (165,982
    )
    
    
    n/mTransactions processed (millions)
    
    
    16.7
    
    
    
    15.5
    
    
    
    1.2
    
    
    
    8
    %
 
  Comparison of pro forma operating results
  44




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##### Table of Contents



Revenues
   Direct operating costs
  Gross profit
  Salaries and benefits
  Selling, general and administrative
  45




---



##### Table of Contents



Goodwill and acquired intangible assets impairment
  Depreciation and amortization
  Operating income
  CORPORATE SERVICES
  Year-over-Year Change20072008

    
    IncreaseYear Ended December 31,
    
    
    Increase

    
    (Decrease)(dollar amounts in thousands)
    
    2008
    
    
    2007
    
    
    2006
    
    
    Percent
    

    PercentSalaries and benefits
    
    $
    15,037
    
    
    $
    13,217
    
    
    $
    13,285
    
    
    
    14
    %
    
    
    (1
    %)Selling, general and administrative
    
    
    9,249
    
    
    
    5,811
    
    
    
    4,343
    
    
    
    59
    %
    
    
    34
    %Depreciation and amortization
    
    
    1,232
    
    
    
    828
    
    
    
    205
    
    
    
    49
    %
    
    
    304
    %Total operating expenses
    
    $
    25,518
    
    
    $
    19,856
    
    
    $
    17,833
    
    
    
    29
    %
    
    
    11
    %
   46




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##### Table of Contents



OTHER INCOME (EXPENSE)
 Year Ended December 31,
    
    
    Year-over-Year Change2008
    
    
    2007Increase
    
    
    Increase(Decrease)
    
    
    (Decrease)(dollar amounts in thousands)
    
    2008
    
    
    2007
    
    
    2006
    
    
    Percent
    
    
    PercentInterest income
    
    $
    10,611
    
    
    $
    16,250
    
    
    $
    13,644
    
    
    
    (35
    %)
    
    
    19
    %Interest expense
    
    
    (24,538
    )
    
    
    (26,126
    )
    
    
    (14,719
    )
    
    
    (6
    %)
    
    
    77
    %Income from unconsolidated affiliates
    
    
    1,250
    
    
    
    908
    
    
    
    660
    
    
    
    38
    %
    
    
    38
    %Impairment loss on investment securities
    
    
    (18,760
    )
    
    
    
    
    
    
    
    
    
    
    n/m
    
    
    
    n/mGain (loss) on early retirement of debt
    
    
    5,546
    
    
    
    (427
    )
    
    
    
    
    
    
    n/m
    
    
    
    n/mForeign currency exchange gain (loss), net
    
    
    (9,821
    )
    
    
    15,497
    
    
    
    10,287
    
    
    
    (163
    %)
    
    
    51
    %Total other income (expense)
    
    $
    (35,712
    )
    
    $
    6,102
    
    
    $
    9,872
    
    
    
    n/m
    
    
    
    (38
    %)
 
 n/m
    
     Not meaningful. Interest income
   Interest expense
    Income from unconsolidated affiliates
  47




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##### Table of Contents



Impairment loss on investment securities
  Gain (loss) on early retirement of debt
   Net foreign currency exchange gain (loss)
   48




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##### Table of Contents



INCOME TAX EXPENSE
 Year Ended December 31,(dollar amounts in thousands)
    
    2008
    
    
    2007
    
    
    2006Income (loss) from continuing operations before
income taxes
and minority interest
    
    $
    (184,733
    )
    
    $
    82,336
    
    
    $
    60,644Minority interest
    
    
    935
    
    
    
    (2,040
    )
    
    
    (977
    )Income (loss) from continuing operations
before income taxes
    
    
    (183,798
    )
    
    
    80,296
    
    
    
    59,667Income tax expense
    
    
    10,228
    
    
    
    27,759
    
    
    
    14,294Income (loss) from continuing operations
    
    $
    (194,026
    )
    
    $
    52,537
    
    
    $
    45,373Effective income tax rate
    
    
    (5.6
    %)
    
    
    34.6
    %
    
    
    24.0
    %Income (loss) from continuing operations before
income taxes
    
    $
    (183,798
    )
    
    $
    80,296
    
    
    $
    59,667Adjust:
Foreign currency exchange gain (loss), net
    
    
    (9,821
    )
    
    
    15,497
    
    
    
    10,287Adjust: Goodwill and acquired intangible assets
impairment
    
    
    (220,077
    )
    
    
    
    
    
    
    Adjust: Impairment loss on investment securities
    
    
    (18,760
    )
    
    
    
    
    
    
    Income (loss) from
continuing operations before
income taxes,
foreign currency exchange gain (loss), net and
impairment charges
    
    $
    64,860
    
    
    $
    64,799
    
    
    $
    49,380Income tax expense
    
    $
    10,228
    
    
    $
    27,759
    
    
    $
    14,294Adjust: Income tax expense (benefit)
attributable to foreign currency
exchange gain (loss), net
    
    
    (12,896
    )
    
    
    1,850
    
    
    
    743Adjust:
Income tax benefit attributable to goodwill
and acquired intangible assets impairment
    
    
    (756
    )
    
    
    
    
    
    
    Income tax expense, as adjusted
    
    $
    23,880
    
    
    $
    25,909
    
    
    $
    13,551Effective income tax rate, as adjusted
    
    
    36.8
    %
    
    
    40.0
    %
    
    
    27.4
    %
     OTHER
 Minority interest
  49




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##### Table of Contents



Discontinued operations
   NET INCOME (LOSS)
   TRANSLATION ADJUSTMENT
   LIQUIDITY AND CAPITAL RESOURCES
 Working capital
   50




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##### Table of Contents



Operating cash flows
   Investing activity cash flows
   Financing activity cash flows
   Other sources of capital
 Credit Facility
 51




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##### Table of Contents



Short-term debt obligations
  Convertible debt
 52




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##### Table of Contents



Proceeds from issuance of shares and other capital contributions
   Other uses of capital
 Payment obligations related to acquisitions
   53




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##### Table of Contents



Leases
 Capital expenditures and needs
     Litigation
 Contingencies
  Other trends and uncertainties
 Cross border merchant processing and acquiring
 54




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##### Table of Contents



Stock plans
   Inflation and functional currencies
  OFF BALANCE SHEET ARRANGEMENTS
     
    
    In connection with contracts with financial institutions in the EFT Processing
Segment, we are responsible for damages to ATMs and theft of ATM network cash that,
generally, is not recorded on the Consolidated Balance Sheet. As of December 31, 2008, the
balance of ATM network cash for which we were responsible was approximately $415 million.
We maintain insurance policies to mitigate this exposure;
    
    In connection with the license of proprietary systems to customers, we provide
certain warranties and infringement indemnities to the licensee, which generally warrant
that such systems do not infringe on intellectual property owned by third parties and that
the systems will perform in accordance with their specifications;
 55




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##### Table of Contents




    
    We have entered into purchase and service agreements with our vendors and into
consulting agreements with providers of consulting services, pursuant to which we have
agreed to indemnify certain of such vendors and consultants, respectively, against
third-party claims arising from our use of the vendors product or the services of the
vendor or consultant;
    
    In connection with acquisitions and dispositions of subsidiaries, operating units and
business assets, we have entered into agreements containing indemnification provisions,
which are generally described as follows: (i) in connection with acquisitions made by
Euronet, we have agreed to indemnify the seller against third party claims made against
the seller relating to the subject subsidiary, operating unit or asset and arising after
the closing of the transaction, and (ii) in connection with dispositions made by us, we
have agreed to indemnify the buyer against damages incurred by the buyer due to the
buyers reliance on representations and warranties relating to the subject subsidiary,
operating unit or business assets in the disposition agreement if such representations or
warranties were untrue when made;
    
    We have entered into agreements with certain third parties, including banks that
provide fiduciary and other services to Euronet or to our benefit plans. Under such
agreements, we have agreed to indemnify such service providers for third party claims
relating to the carrying out of their respective duties under such agreements; and
    
    In connection with our entry into the money transfer business, we have issued surety
bonds in compliance with licensing requirements of the applicable governmental
authorities.
  CONTRACTUAL OBLIGATIONS
  Payments due by periodLess than
    
    
    
    
    
    
    
    
    
    
    More than(in thousands)
    
    Total
    
    

1 year
    
    
    1-3 years
    
    
    4-5 years
    
    
    5 yearsLong-term debt obligations, including interest
    
    $
    458,935
    
    
    $
    87,776
    
    
    $
    32,040
    
    
    $
    214,373
    
    
    $
    124,746Estimated contingent acquisition obligations
    
    
    2,500
    
    
    
    1,250
    
    
    
    1,250
    
    
    
    
    
    
    
    Obligations under capital leases
    
    
    12,475
    
    
    
    5,510
    
    
    
    6,211
    
    
    
    752
    
    
    
    2Obligations under operating leases
    
    
    60,417
    
    
    
    18,775
    
    
    
    25,704
    
    
    
    10,901
    
    
    
    5,037Total
    
    $
    534,327
    
    
    $
    113,311
    
    
    $
    65,205
    
    
    $
    226,026
    
    
    $
    129,785
     56




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##### Table of Contents



CRITICAL ACCOUNTING POLICIES AND ESTIMATES
  Accounting for income taxes
      Goodwill and other intangible assets
   57




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##### Table of Contents



Impairment or disposal of long-lived assets
  Revenue recognition
     58




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##### Table of Contents



SUBSEQUENT EVENTS
  IMPACT OF NEW AND EMERGING ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED
      59




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##### Table of Contents



FORWARD-LOOKING STATEMENTS
  
    
    our business plans and financing plans and requirements,
    
    trends affecting our business plans and financing plans and requirements,
    
    trends affecting our business,
    
    the adequacy of capital to meet our capital requirements and expansion plans,
    
    the assumptions underlying our business plans,
    
    business strategy,
    
    government regulatory action,
    
    technological advances, or
    
    projected costs and revenues.
   
 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 Interest rate risk
      Foreign currency exchange rate risk
  60




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61




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##### Table of Contents



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 Internal Control  Integrated
Framework
    Internal Control  Integrated Framework
 Fair Value Measurements Accounting
for Uncertainty in Income Taxes
 /s/ KPMG LLP
 
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CONSOLIDATED FINANCIAL STATEMENTS
 EURONET WORLDWIDE, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(in thousands, except share data)
 As of December 31,2008
    
    
    2007ASSETSCurrent assets:Cash and cash equivalents
    
    $
    181,341
    
    
    $
    266,869Restricted cash
    
    
    131,025
    
    
    
    140,222Inventory  PINs and other
    
    
    61,279
    
    
    
    50,265Trade accounts receivable, net of allowances for doubtful accounts of $9,445 at
December 31, 2008 and $6,194 at December 31, 2007
    
    
    261,084
    
    
    
    286,245Deferred income taxes, net
    
    
    8,539
    
    
    
    13,554Prepaid expenses and other current assets
    
    
    35,352
    
    
    
    39,564Current assets of discontinued operations
    
    
    3,729
    
    
    
    5,765Total current assets
    
    
    682,349
    
    
    
    802,484Property and equipment, net of accumulated depreciation of $125,258 at
December 31, 2008 and $119,190 at December 31, 2007
    
    
    89,532
    
    
    
    88,337Goodwill
    
    
    488,305
    
    
    
    762,723Acquired intangible assets, net of accumulated amortization of $62,920 at
December 31, 2008 and $44,450 at December 31, 2007
    
    
    125,313
    
    
    
    155,137Deferred income taxes, net
    
    
    29,304
    
    
    
    30,822Other assets, net of accumulated amortization of $17,476 at December 31, 2008
and $12,649 at December 31, 2007
    
    
    21,268
    
    
    
    41,346Non-current assets of discontinued operations
    
    
    4,053
    
    
    
    5,307Total assets
    
    $
    1,440,124
    
    
    $
    1,886,156LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Trade accounts payable
    
    $
    245,671
    
    
    $
    306,155Accrued expenses and other current liabilities
    
    
    223,814
    
    
    
    167,054Current portion of capital lease obligations
    
    
    4,614
    
    
    
    4,974Short-term debt obligations and current portion of long-term debt obligations
    
    
    72,098
    
    
    
    1,910Income taxes payable
    
    
    16,590
    
    
    
    15,342Deferred income taxes
    
    
    5,592
    
    
    
    7,587Deferred revenue
    
    
    14,914
    
    
    
    12,934Current liabilities of discontinued operations
    
    
    3,359
    
    
    
    7,218Total current liabilities
    
    
    586,652
    
    
    
    523,174Debt obligations, net of current portion
    
    
    321,909
    
    
    
    539,303Capital lease obligations, net of current portion
    
    
    6,356
    
    
    
    11,520Deferred income taxes
    
    
    51,745
    
    
    
    74,610Other long-term liabilities
    
    
    6,872
    
    
    
    4,672Minority interest
    
    
    7,585
    
    
    
    8,975Total liabilities
    
    
    981,119
    
    
    
    1,162,254Stockholders equity:Preferred Stock, $0.02 par value. Authorized 10,000,000 shares; none issued
    
    
    
    
    
    
    Common Stock, $0.02 par value. 90,000,000 shares authorized; 50,605,909
issued at December 31, 2008 and 49,159,968 issued at December 31, 2007
    
    
    1,012
    
    
    
    983Additional paid-in-capital
    
    
    668,133
    
    
    
    658,047Treasury stock, at cost, 225,072 shares at December 31, 2008 and 207,065 shares
at December 31, 2007
    
    
    (784
    )
    
    
    (379
    )Accumulated deficit
    
    
    (201,002
    )
    
    
    (5,905
    )Restricted reserve
    
    
    996
    
    
    
    957Accumulated other comprehensive income (loss)
    
    
    (9,350
    )
    
    
    70,199Total stockholders equity
    
    
    459,005
    
    
    
    723,902Total liabilities and stockholders equity
    
    $
    1,440,124
    
    
    $
    1,886,156
  63




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EURONET WORLDWIDE, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(in thousands, except share data)
 Year Ended December 31,2008
    
    
    2007
    
    
    2006Revenues:EFT Processing Segment
    
    $
    205,257
    
    
    $
    174,049
    
    
    $
    144,515Prepaid Processing Segment
    
    
    609,106
    
    
    
    569,858
    
    
    
    467,651Money Transfer Segment
    
    
    231,302
    
    
    
    158,759
    
    
    
    3,210Total revenues
    
    
    1,045,665
    
    
    
    902,666
    
    
    
    615,376Operating expenses:Direct operating costs
    
    
    703,842
    
    
    
    623,548
    
    
    
    435,112Salaries and benefits
    
    
    129,098
    
    
    
    105,289
    
    
    
    65,616Selling, general and administrative
    
    
    85,418
    
    
    
    62,789
    
    
    
    35,286Goodwill and acquired intangible assets impairment
    
    
    220,077
    
    
    
    
    
    
    
    Federal excise tax refund
    
    
    
    
    
    
    (12,191
    )
    
    
    Depreciation and amortization
    
    
    56,251
    
    
    
    46,997
    
    
    
    28,590Total operating expenses
    
    
    1,194,686
    
    
    
    826,432
    
    
    
    564,604Operating income (loss)
    
    
    (149,021
    )
    
    
    76,234
    
    
    
    50,772Other income (expense):Interest income
    
    
    10,611
    
    
    
    16,250
    
    
    
    13,644Interest expense
    
    
    (24,538
    )
    
    
    (26,126
    )
    
    
    (14,719
    )Income from unconsolidated affiliates
    
    
    1,250
    
    
    
    908
    
    
    
    660Impairment loss on investment securities
    
    
    (18,760
    )
    
    
    
    
    
    
    Gain (loss) on early retirement of debt
    
    
    5,546
    
    
    
    (427
    )
    
    
    Foreign currency exchange gain (loss), net
    
    
    (9,821
    )
    
    
    15,497
    
    
    
    10,287Other income (expense), net
    
    
    (35,712
    )
    
    
    6,102
    
    
    
    9,872Income (loss) from continuing operations
before income taxes and minority interest
    
    
    (184,733
    )
    
    
    82,336
    
    
    
    60,644Income tax expense
    
    
    (10,228
    )
    
    
    (27,759
    )
    
    
    (14,294
    )Minority interest
    
    
    935
    
    
    
    (2,040
    )
    
    
    (977
    )Income (loss) from continuing operations
    
    
    (194,026
    )
    
    
    52,537
    
    
    
    45,373Discontinued operations, net
    
    
    (1,071
    )
    
    
    967
    
    
    
    629Net income (loss)
    
    $
    (195,097
    )
    
    $
    53,504
    
    
    $
    46,002Earnings (loss) per share  basic:Continuing operations
    
    $
    (3.95
    )
    
    $
    1.16
    
    
    $
    1.22Discontinued operations
    
    
    (0.02
    )
    
    
    0.02
    
    
    
    0.02Total
    
    $
    (3.97
    )
    
    $
    1.18
    
    
    $
    1.24Basic weighted average shares outstanding
    
    
    49,180,908
    
    
    
    45,260,803
    
    
    
    37,037,435Earnings (loss) per share  diluted:Continuing operations
    
    $
    (3.95
    )
    
    $
    1.09
    
    
    $
    1.14Discontinued operations
    
    
    (0.02
    )
    
    
    0.02
    
    
    
    0.02Total
    
    $
    (3.97
    )
    
    $
    1.11
    
    
    $
    1.16Diluted weighted average shares outstanding
    
    
    49,180,908
    
    
    
    51,014,086
    
    
    
    42,456,137
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EURONET WORLDWIDE, INC. AND SUBSIDIARIES
Consolidated Statements of Changes in Stockholders Equity
(in thousands, except share data)
 No. of
    
    
    
    
    
    
    AdditionalShares
    
    
    Common
    
    
    Paid in
    
    
    Treasury
    
    
    SubscriptionOutstanding
    
    
    Stock
    
    
    Capital
    
    
    Stock
    
    
    ReceivableBalance at December 31, 2005
    
    
    35,776,431
    
    
    $
    717
    
    
    $
    312,025
    
    
    $
    (196
    )
    
    $
    (124
    )Comprehensive income:Net incomeTranslation adjustmentComprehensive incomeStock issued under employee stock plans
    
    
    1,539,014
    
    
    
    31
    
    
    
    14,630
    
    
    
    
    
    
    
    (46
    )Share-based compensation
    
    
    
    
    
    
    
    
    
    
    7,366Shares issued for acquisitions
    
    
    109,542
    
    
    
    2
    
    
    
    4,123Other
    
    
    15,040
    
    
    
    (1
    )
    
    
    72Balance at December 31, 2006
    
    
    37,440,027
    
    
    
    749
    
    
    
    338,216
    
    
    
    (196
    )
    
    
    (170
    )Comprehensive income (loss):Net incomeTranslation adjustmentUnrealized loss on interest rate swapsUnrealized gain on available-for-sale securitiesComprehensive incomeStock issued under employee stock plans
    
    
    809,313
    
    
    
    19
    
    
    
    8,177
    
    
    
    (191
    )
    
    
    170Share-based compensation
    
    
    
    
    
    
    
    
    
    
    7,799
    
    
    
    8Shares issued for acquisitions
    
    
    4,329,035
    
    
    
    87
    
    
    
    149,594Private placement of shares
    
    
    6,374,528
    
    
    
    128
    
    
    
    154,192Other
    
    
    
    
    
    
    
    
    
    
    69Balance at December 31, 2007
    
    
    48,952,903
    
    
    
    983
    
    
    
    658,047
    
    
    
    (379
    )
    
    
    Comprehensive income (loss):Net lossTranslation adjustmentUnrealized gain on interest rate swapsUnrealized loss on available-for-sale securitiesComprehensive lossStock issued under employee stock plans
    
    
    313,384
    
    
    
    7
    
    
    
    1,793
    
    
    
    (485
    )Share-based compensation
    
    
    
    
    
    
    
    
    
    
    8,579Settlement of contingent value rights
    
    
    1,114,550
    
    
    
    22
    
    
    
    (22
    )Other
    
    
    
    
    
    
    
    
    
    
    (264
    )
    
    
    80Balance at December 31, 2008
    
    
    50,380,837
    
    
    $
    1,012
    
    
    $
    668,133
    
    
    $
    (784
    )
    
    $
    
  65




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EURONET WORLDWIDE, INC. AND SUBSIDIARIES
Consolidated Statements of Changes in Stockholders Equity (continued)
(in thousands)
 Accumulated OtherComprehensive Income (Loss)Cumulative
    
    
    OtherAccumulated
    
    
    Restricted
    
    
    Translation
    
    
    ComprehensiveDeficit
    
    
    Reserve
    
    
    Adjustment
    
    
    Income (Loss)
    
    
    TotalBalance at December 31, 2005
    
    $
    (105,411
    )
    
    $
    776
    
    
    $
    2,452
    
    
    
    
    
    
    
    210,239Comprehensive income:Net income
    
    
    46,002
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    46,002Translation adjustment
    
    
    
    
    
    
    
    
    
    
    26,371
    
    
    
    
    
    
    
    26,371Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    72,373Stock issued under employee stock plans
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,615Share-based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,366Shares issued for acquisitions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,125Other
    
    
    
    
    
    
    4
    
    
    
    
    
    
    
    
    
    
    
    75Balance at December 31, 2006
    
    
    (59,409
    )
    
    
    780
    
    
    
    28,823
    
    
    
    
    
    
    
    308,793Comprehensive income (loss):Net income
    
    
    53,504
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    53,504Translation adjustment
    
    
    
    
    
    
    
    
    
    
    41,798
    
    
    
    
    
    
    
    41,798Unrealized loss on interest rate swaps
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (994
    )
    
    
    (994
    )Unrealized gain on available-for-sale securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    572
    
    
    
    572Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    94,880Stock issued under employee stock plans
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,175Share-based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,807Shares issued for acquisitions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    149,681Private placement of shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    154,320Other
    
    
    
    
    
    
    177
    
    
    
    
    
    
    
    
    
    
    
    246Balance at December 31, 2007
    
    
    (5,905
    )
    
    
    957
    
    
    
    70,621
    
    
    
    (422
    )
    
    
    723,902Comprehensive income (loss):Net loss
    
    
    (195,097
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (195,097
    )Translation adjustment
    
    
    
    
    
    
    
    
    
    
    (79,261
    )
    
    
    
    
    
    
    (79,261
    )Unrealized gain on interest rate swaps
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    164
    
    
    
    164Unrealized loss on available-for-sale securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (452
    )
    
    
    (452
    )Comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (274,646
    )Stock issued under employee stock plans
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,315Share-based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,579Settlement of contingent value rights
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other
    
    
    
    
    
    
    39
    
    
    
    
    
    
    
    
    
    
    
    (145
    )Balance at December 31, 2008
    
    $
    (201,002
    )
    
    $
    996
    
    
    $
    (8,640
    )
    
    $
    (710
    )
    
    $
    459,005
  66




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EURONET WORLDWIDE, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(in thousands)
 Year Ended December 31,2008
    
    
    2007
    
    
    2006Net income (loss)
    
    $
    (195,097
    )
    
    $
    53,504
    
    
    $
    46,002Adjustments to reconcile net income (loss) to net cash provided by operating activities:Depreciation and amortization
    
    
    57,208
    
    
    
    48,331
    
    
    
    29,494Share-based compensation
    
    
    8,547
    
    
    
    7,736
    
    
    
    7,423Unrealized foreign exchange (gain) loss, net
    
    
    9,662
    
    
    
    (9,296
    )
    
    
    (10,102
    )Non-cash impairment of goodwill and acquired intangible assets
    
    
    220,077
    
    
    
    
    
    
    
    Non-cash impairment of investment securities
    
    
    18,760
    
    
    
    
    
    
    
    Gain on repurchase of bonds
    
    
    (6,625
    )
    
    
    
    
    
    
    Deferred income tax benefit
    
    
    (16,400
    )
    
    
    (2,003
    )
    
    
    (188
    )Income (loss) assigned to minority interest
    
    
    (935
    )
    
    
    2,040
    
    
    
    977Income from unconsolidated affiliates
    
    
    (1,250
    )
    
    
    (908
    )
    
    
    (660
    )Amortization of debt obligations issuance expense
    
    
    3,481
    
    
    
    2,354
    
    
    
    2,031Changes in working capital, net of amounts acquired:Income taxes payable, net
    
    
    5,260
    
    
    
    (5,595
    )
    
    
    (1,392
    )Restricted cash
    
    
    (46,054
    )
    
    
    (17,807
    )
    
    
    2,865Inventory  PINs and other
    
    
    (19,169
    )
    
    
    3,619
    
    
    
    (21,395
    )Trade accounts receivable
    
    
    (21,363
    )
    
    
    (12,511
    )
    
    
    (28,999
    )Prepaid expenses and other current assets
    
    
    1,635
    
    
    
    (20,210
    )
    
    
    8,403Trade accounts payable
    
    
    (20,109
    )
    
    
    7,542
    
    
    
    45,299Deferred revenue
    
    
    1,835
    
    
    
    4,853
    
    
    
    3,109Accrued expenses and other current liabilities
    
    
    93,052
    
    
    
    14,630
    
    
    
    14,253Other, net
    
    
    (1,267
    )
    
    
    2,057
    
    
    
    (1,193
    )Net cash provided by operating activities
    
    
    91,248
    
    
    
    78,336
    
    
    
    95,927Cash flows from investing activities:Acquisitions, net of cash acquired
    
    
    (5,400
    )
    
    
    (352,684
    )
    
    
    (2,069
    )Acquisition escrow
    
    
    26,000
    
    
    
    (26,000
    )
    
    
    Purchases of available for sale securities
    
    
    
    
    
    
    (19,990
    )
    
    
    Purchases of property and equipment
    
    
    (39,710
    )
    
    
    (38,083
    )
    
    
    (20,454
    )Purchases of other long-term assets
    
    
    (3,304
    )
    
    
    (4,224
    )
    
    
    (4,665
    )Other, net
    
    
    1,065
    
    
    
    1,044
    
    
    
    1,063Net cash used by investing activities
    
    
    (21,349
    )
    
    
    (439,937
    )
    
    
    (26,125
    )Cash flows from financing activities:Proceeds from issuance of shares
    
    
    1,379
    
    
    
    167,727
    
    
    
    14,680Net borrowings (repayments) of short-term debt obligations and revolving
credit agreements classified as current liabilities
    
    
    581
    
    
    
    (4,862
    )
    
    
    (12,443
    )Borrowings from revolving credit agreements classified as non-current liabilities
    
    
    270,020
    
    
    
    880,013
    
    
    
    41,804Repayments of revolving credit agreements classified as non-current liabilities
    
    
    (315,061
    )
    
    
    (888,950
    )
    
    
    (12,761
    )Proceeds from long-term debt obligations
    
    
    
    
    
    
    190,000
    
    
    
    Repayments of long-term debt obligations
    
    
    (95,375
    )
    
    
    (26,000
    )
    
    
    Repayments of capital lease obligations
    
    
    (6,811
    )
    
    
    (10,414
    )
    
    
    (6,375
    )Cash dividends paid to minority interest stockholders
    
    
    
    
    
    
    (2,798
    )
    
    
    Debt issuance costs
    
    
    (750
    )
    
    
    (3,827
    )
    
    
    Other, net
    
    
    287
    
    
    
    648
    
    
    
    (183
    )Net cash provided (used) by financing activities
    
    
    (145,730
    )
    
    
    301,537
    
    
    
    24,722Effect of exchange differences on cash
    
    
    (9,867
    )
    
    
    6,597
    
    
    
    6,602Increase (decrease) in cash and cash equivalents
    
    
    (85,698
    )
    
    
    (53,467
    )
    
    
    101,126Cash and cash equivalents at beginning of period (includes cash of discontinued
operations of $722 in 2008, $1,446 in 2007 and $0 in 2006)
    
    
    267,591
    
    
    
    321,058
    
    
    
    219,932Cash and cash equivalents at end of period (includes cash of discontinued
operations of $552 in 2008, $722 in 2007 and $1,446 in 2006)
    
    $
    181,893
    
    
    $
    267,591
    
    
    $
    321,058Interest paid during the period
    
    $
    22,124
    
    
    $
    24,110
    
    
    $
    12,851Income taxes paid during the period
    
    
    23,745
    
    
    
    24,698
    
    
    
    18,147
  67




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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2008, 2007, AND
2006
 (1) ORGANIZATION
   (2) BASIS OF PREPARATION
   (3) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES
 Foreign currencies
   Cash equivalents
  Inventory  PINs and other
  Property and equipment
  68




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##### Table of Contents



Automated teller machines (ATMs) or ATM upgrades
    
    5  7 yearsComputers and software
    
    3  5 yearsPOS terminals
    
    2  5 yearsVehicles and office equipment
    
    5 yearsATM cassettes
    
    1 yearLeasehold improvements
    
    Over the lesser of the lease term or estimated useful life
 Goodwill and other intangible assets
  Other Intangibles 
 Non-compete agreements
    
    2  5 yearsTrademarks and trade names
    
    2  20 yearsDeveloped software technology
    
    3 yearsCustomer relationships
    
    3  9 yearsPatents
    
    7 years
  Other assets
    69




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##### Table of Contents



Income taxes
   Presentation of taxes collected and remitted to governmental authorities
  Fair value measurements
  Accounting for derivative instruments and hedging activities
   70




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##### Table of Contents



Revenue recognition
  EFT Processing 
      Prepaid Processing 
 71




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##### Table of Contents



Money Transfer 
 Software capitalization
 Computer software to be sold 
   Software for internal use 
 Share-based compensation
   72




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##### Table of Contents



Recent accounting pronouncements
      73




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##### Table of Contents



(4) EARNINGS (LOSS) PER SHARE
  Year Ended December 31,(dollar amounts in thousands)
    
    2007
    
    
    2006Reconciliation of net income to earnings available to common
stockholders:Net income
    
    $
    53,504
    
    
    $
    46,002Add: interest expense of 1.625% convertible debentures
    
    
    3,175
    
    
    
    3,189Earnings available to common stockholders
    
    $
    56,679
    
    
    $
    49,191Computation of diluted weighted average shares outstanding:Basic weighted average shares outstanding
    
    
    45,260,803
    
    
    
    37,037,435Additional shares from assumed conversion of 1.625%
convertible debentures
    
    
    4,163,488
    
    
    
    4,163,488Weighted average shares issuable in connection with
acquisition obligations (See Note 6 - Acquisitions)
    
    
    478,149
    
    
    
    36,514Incremental shares from assumed conversion of stock options
and restricted stock
    
    
    1,111,646
    
    
    
    1,218,700Potentially diluted weighted average shares outstanding
    
    
    51,014,086
    
    
    
    42,456,137
   (5) DISCONTINUED OPERATIONS
  74




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##### Table of Contents



Year Ended December 31,(in thousands)
    
    2008
    
    2007
    
    2006Revenues
    
    $
    9,670
    
    
    $
    14,908
    
    
    $
    13,805Income (loss) before income taxes
    
    $
    (1,686
    )
    
    $
    920
    
    
    $
    1,039Net income (loss)
    
    $
    (1,071
    )
    
    $
    623
    
    
    $
    629
  December 31,
    
    
    December 31,(in thousands)
    
    2008
    
    
    2007ASSETSCurrent assetsCash and cash equivalents
    
    $
    552
    
    
    $
    722Trade accounts receivable, net of allowance for doubtful accounts
    
    
    2,187
    
    
    
    4,133Prepaid expenses and other current assets
    
    
    990
    
    
    
    910Total current assets
    
    
    3,729
    
    
    
    5,765Property and equipment, net of accumulated depreciation
    
    
    427
    
    
    
    647Acquired intangible assets, net of accumulated amortization
    
    
    991
    
    
    
    1,614Other assets, net of accumulated amortization
    
    
    2,635
    
    
    
    3,046Total assets
    
    $
    7,782
    
    
    $
    11,072LIABILITIESCurrent liabilitiesTrade accounts payable
    
    $
    250
    
    
    $
    953Accrued expenses and other current liabilities
    
    
    760
    
    
    
    2,596Deferred revenue
    
    
    2,349
    
    
    
    3,669Total current liabilities
    
    
    3,359
    
    
    
    7,218Deferred income taxes
    
    
    624
    
    
    
    31Other long-term liabilities
    
    
    3
    
    
    
    1Total liabilities
    
    $
    3,986
    
    
    $
    7,250Net assets
    
    $
    3,796
    
    
    $
    3,822
  (6) ACQUISITIONS
  2007 Acquisitions:
 Acquisition of RIA
  75




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Estimated(dollar amounts in thousands)
    
    LifeCurrent assets
    
    
    
    
    
    $
    78,220Property and equipment
    
    various
    
    
    10,854Customer relationships
    
    3 - 8 years
    
    
    73,280Weighted average life
    
    7.0 yearsTrademarks and trade names
    
    20 years
    
    
    36,760Software
    
    5 years
    
    
    1,610Non-compete agreements
    
    3 years
    
    
    270Other non-current assets
    
    
    
    
    
    
    1,396Goodwill
    
    Indefinite
    
    
    404,599Assets acquired
    
    
    
    
    
    
    606,989Current liabilities
    
    
    
    
    
    
    (85,062
    )Non-current liabilities
    
    
    
    
    
    
    (1,574
    )Deferred income tax liability
    
    
    
    
    
    
    (14,852
    )Net assets acquired
    
    
    
    
    
    $
    505,501
   Other acquisitions
  
    
    During January 2007, EFT Services Holding BV and Euronet Adminisztracios Kft, both
wholly-owned subsidiaries of Euronet, completed the acquisition of a total of 100% of the
share capital of Brodos SRL in Romania (Brodos Romania). Brodos Romania is a leading
electronic prepaid mobile airtime processor that expanded the Companys Prepaid Processing
Segment business to Romania.
    
    During February 2007, e-pay Holdings Limited, a wholly-owned subsidiary of Euronet,
completed the acquisition of all of the share capital of Omega Logic, Ltd. (Omega Logic).
Omega Logic is a prepaid top-up company based, and primarily operating, in the U.K. This
acquisition enhanced our Prepaid Processing Segment business in the U.K.
    
    During April 2007, PaySpot, Inc. (a wholly-owned subsidiary of Euronet) acquired customer
relationships from Synergy Telecom, Inc. (Synergy) and Synergy agreed not to compete with
PaySpot in the prepaid mobile phone top-up business in the U.S. for a period of five years.
This acquisition enhances the Companys Prepaid Processing Segment business in the U.S.
 76




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##### Table of Contents



2006 Acquisition:
 Acquisition of Essentis Limited
   (7) NON-CASH FINANCING AND INVESTING ACTIVITIES
   (8) RESTRICTED CASH
  As of December 31,(in thousands)
    
    2008
    
    
    2007Cash held in trust and/or cash held on behalf of others
    
    $
    122,007
    
    
    $
    108,422Acquisition escrow
    
    
    
    
    
    
    27,307Collateral on bank credit arrangements
    
    
    8,444
    
    
    
    1,725ATM network cash
    
    
    319
    
    
    
    423Other
    
    
    255
    
    
    
    2,345Total
    
    $
    131,025
    
    
    $
    140,222
   77




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##### Table of Contents



(9) PROPERTY AND EQUIPMENT, NET
  As of December 31,(in thousands)
    
    2008
    
    
    2007ATMs
    
    $
    86,606
    
    
    $
    97,361POS terminals
    
    
    32,323
    
    
    
    30,962Vehicles and office equipment
    
    
    31,346
    
    
    
    27,607Computers and software
    
    
    64,515
    
    
    
    51,597214,790
    
    
    
    207,527Less accumulated depreciation and amortization
    
    
    (125,258
    )
    
    
    (119,190
    )Total
    
    $
    89,532
    
    
    $
    88,337
  (10) GOODWILL AND ACQUIRED INTANGIBLE ASSETS, NET
  December 31, 2008
    
    
    December 31, 2007Gross Carrying
    
    
    Accumulated
    
    
    Gross Carrying
    
    
    Accumulated(in thousands)
    
    Amount
    
    
    Amortization
    
    
    Amount
    
    
    AmortizationCustomer relationships
    
    $
    139,671
    
    
    $
    53,801
    
    
    $
    147,713
    
    
    $
    37,922Trademarks and tradenames
    
    
    40,793
    
    
    
    4,712
    
    
    
    43,191
    
    
    
    2,992Software
    
    
    5,338
    
    
    
    3,455
    
    
    
    6,236
    
    
    
    3,014Patent
    
    
    1,701
    
    
    
    505
    
    
    
    1,701
    
    
    
    168Non-compete agreements
    
    
    730
    
    
    
    447
    
    
    
    746
    
    
    
    354Totals
    
    $
    188,233
    
    
    $
    62,920
    
    
    $
    199,587
    
    
    $
    44,450
  Amortizable
    
    
    
    
    
    
    TotalIntangible
    
    
    
    
    
    
    Intangible(in thousands):
    
    Assets
    
    
    Goodwill
    
    
    AssetsBalance as of January 1, 2007
    
    $
    48,405
    
    
    $
    297,134
    
    
    $
    345,539Increases (decreases):Acquisition of RIA
    
    
    111,920
    
    
    
    404,599
    
    
    
    516,519Other 2007 acquisitions
    
    
    8,366
    
    
    
    21,553
    
    
    
    29,919Amortization
    
    
    (20,385
    )
    
    
    
    
    
    
    (20,385
    )Other (primarily changes in foreign currency exchange rates)
    
    
    6,831
    
    
    
    39,437
    
    
    
    46,268Balance as of December 31, 2007
    
    $
    155,137
    
    
    $
    762,723
    
    
    $
    917,860Decreases:Impairment
    
    
    (321
    )
    
    
    (219,756
    )
    
    
    (220,077
    )Amortization
    
    
    (24,173
    )
    
    
    
    
    
    
    (24,173
    )Other (primarily changes in foreign currency exchange rates)
    
    
    (5,330
    )
    
    
    (54,662
    )
    
    
    (59,992
    )Balance as of December 31, 2008
    
    $
    125,313
    
    
    $
    488,305
    
    
    $
    613,618
 78




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##### Table of Contents



(11) ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
  As of December 31,(in thousands)
    
    2008
    
    
    2007Accrued expenses
    
    $
    43,661
    
    
    $
    46,639Accrued amounts due to mobile operators
    
    
    152,795
    
    
    
    94,935Money transfer settlement obligations
    
    
    27,358
    
    
    
    25,480Total
    
    $
    223,814
    
    
    $
    167,054
 (12) DEBT OBLIGATIONS
 Short-term debt obligations
  79




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Long-term debt obligations
  As of December 31,(in thousands)
    
    2008
    
    
    20071.625% convertible senior debentures, unsecured, due 2024
    
    $
    70,000
    
    
    $
    140,0003.50% convertible debentures, unsecured, due 2025
    
    
    175,000
    
    
    
    175,000Term loan, due 2014
    
    
    132,000
    
    
    
    164,000Revolving credit agreements
    
    
    16,719
    
    
    
    62,203Other
    
    
    90
    
    
    
    393,809
    
    
    
    541,203Less current maturities of long-term debt obligations
    
    
    (71,900
    )
    
    
    (1,900
    )Long-term debt obligations
    
    $
    321,909
    
    
    $
    539,303
   80




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##### Table of Contents



(13) DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
  81




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##### Table of Contents



(14) EQUITY PRIVATE PLACEMENT
  (15) LEASES
 (a) Capital leases
   As of December 31,(in thousands)
    
    2008
    
    
    2007ATMs
    
    $
    36,361
    
    
    $
    34,185Other
    
    
    2,238
    
    
    
    3,837Subtotal
    
    
    38,599
    
    
    
    38,022Less accumulated amortization
    
    
    (26,917
    )
    
    
    (25,960
    )Total
    
    $
    11,682
    
    
    $
    12,062
 (b) Operating leases
  82




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(c) Future minimum lease payments
  Capital
    
    
    Operating(in thousands)
    
    Leases
    
    
    LeasesYear ending December 31,
2009
    
    $
    5,510
    
    
    $
    18,7752010
    
    
    4,221
    
    
    
    14,6912011
    
    
    1,990
    
    
    
    11,0132012
    
    
    528
    
    
    
    6,9982013
    
    
    224
    
    
    
    3,903thereafter
    
    
    2
    
    
    
    5,037Total minimum lease payments
    
    
    12,475
    
    
    $
    60,417Less amounts representing interest
    
    
    (1,505
    )Present value of net minimum capital lease payments
    
    
    10,970Less current portion of obligations under capital leases
    
    
    (4,614
    )Obligations under capital lease obligations, less
current portion
    
    $
    6,356
 (16) TAXES
   Year Ended December 31,(in thousands)
    
    2008
    
    
    2007
    
    
    2006Income (loss) from continuing operations:United States
    
    $
    (169,597
    )
    
    $
    32,971
    
    
    $
    22,833Europe
    
    
    (27,288
    )
    
    
    22,753
    
    
    
    31,559Asia Pacific
    
    
    13,087
    
    
    
    24,572
    
    
    
    5,275Income (loss) from continuing operations before income taxes
    
    
    (183,798
    )
    
    
    80,296
    
    
    
    59,667Discontinued operations  Europe
    
    
    (1,071
    )
    
    
    967
    
    
    
    629Total income (loss) before income taxes
    
    $
    (184,869
    )
    
    $
    81,263
    
    
    $
    60,296
 83




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##### Table of Contents



Year Ended December 31,(in thousands)
    
    2008
    
    
    2007
    
    
    2006Current tax expense:U.S.
    
    $
    536
    
    
    $
    5,720
    
    
    $
    246Foreign
    
    
    24,242
    
    
    
    24,096
    
    
    
    14,221Total current
    
    
    24,778
    
    
    
    29,816
    
    
    
    14,467Deferred tax expense (benefit):U.S.
    
    $
    (7,650
    )
    
    $
    5,168
    
    
    $
    439Foreign
    
    
    (6,900
    )
    
    
    (7,225
    )
    
    
    (612
    )Total deferred
    
    
    (14,550
    )
    
    
    (2,057
    )
    
    
    (173
    )Total tax expense
    
    $
    10,228
    
    
    $
    27,759
    
    
    $
    14,294
  Year Ended December 31,(dollar amounts in thousands)
    
    2008
    
    
    2007
    
    
    2006U.S. federal income tax expense (benefit) at applicable statutory rate
    
    $
    (64,284
    )
    
    $
    28,224
    
    
    $
    20,287Tax effect of:State income tax expense (benefit) at statutory rates
    
    
    (8,405
    )
    
    
    1,716
    
    
    
    753Non-deductible expenses
    
    
    2,501
    
    
    
    2,640
    
    
    
    2,201Share-based compensation
    
    
    726
    
    
    
    1,910
    
    
    
    532Other permanent differences
    
    
    (7,820
    )
    
    
    2,592
    
    
    
    4,343Difference between U.S. federal and foreign tax rates
    
    
    (5,154
    )
    
    
    (5,901
    )
    
    
    (4,547
    )Impairment of goodwill
    
    
    20,340
    
    
    
    
    
    
    
    Provision in excess of foreign statutory rates
    
    
    43
    
    
    
    813
    
    
    
    573Change in valuation allowance
    
    
    74,538
    
    
    
    (5,480
    )
    
    
    (8,066
    )Other
    
    
    (2,257
    )
    
    
    1,245
    
    
    
    (1,782
    )Total income tax expense
    
    $
    10,228
    
    
    $
    27,759
    
    
    $
    14,294Effective tax rate
    
    
    (5.6
    %)
    
    
    34.6
    %
    
    
    24.0
    %
 84




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##### Table of Contents



As of December 31,(in thousands)
    
    2008
    
    
    2007Deferred tax assets:Tax loss carryforwards
    
    $
    37,704
    
    
    $
    31,640Share-based compensation
    
    
    5,759
    
    
    
    5,109Accrued interest
    
    
    2
    
    
    
    1,883Accrued expenses
    
    
    5,304
    
    
    
    5,889Billings in excess of earnings
    
    
    1,060
    
    
    
    675Property and equipment
    
    
    3,038
    
    
    
    3,926Goodwill and intangible amortization
    
    
    52,655
    
    
    
    Deferred financing costs
    
    
    1,541
    
    
    
    1,378Intercompany notes
    
    
    12,364
    
    
    
    Other
    
    
    3,518
    
    
    
    2,779Gross deferred tax assets
    
    
    122,945
    
    
    
    53,279Valuation allowance
    
    
    (85,102
    )
    
    
    (8,903
    )Net deferred tax assets
    
    
    37,843
    
    
    
    44,376Deferred tax liabilities:Intangibles related to purchase accounting
    
    
    (16,138
    )
    
    
    (25,989
    )Tax amortizable goodwill
    
    
    (4,382
    )
    
    
    (9,913
    )Accrued expenses
    
    
    (915
    )
    
    
    (2,185
    )Intercompany notes
    
    
    
    
    
    
    (10,631
    )Investment securities
    
    
    (2,442
    )
    
    
    (2,322
    )Accrued interest
    
    
    (23,502
    )
    
    
    (22,814
    )Earnings in excess of billings
    
    
    (513
    )
    
    
    (410
    )Capitalized research and development
    
    
    (1,020
    )
    
    
    (823
    )Property and equipment
    
    
    (2,475
    )
    
    
    (2,384
    )Investment in affiliates
    
    
    (2,158
    )
    
    
    (935
    )Other
    
    
    (3,792
    )
    
    
    (3,791
    )Total deferred tax liabilities
    
    
    (57,337
    )
    
    
    (82,197
    )Net deferred tax liabilities
    
    $
    (19,494
    )
    
    $
    (37,821
    )
    85




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##### Table of Contents



Year ending December 31, (in thousands)
    
    Gross
    
    
    Tax Effected2009
    
    $
    1,297
    
    
    $
    2462010
    
    
    2,749
    
    
    
    6972011
    
    
    6,365
    
    
    
    1,6102012
    
    
    3,174
    
    
    
    7982013
    
    
    8,001
    
    
    
    1,678thereafter
    
    
    138,757
    
    
    
    46,438Unlimited
    
    
    7,409
    
    
    
    1,409Total
    
    $
    167,752
    
    
    $
    52,876
      86




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##### Table of Contents



Accounting for Uncertainty in Income Taxes
  Year Ended December 31,(in thousands):
    
    2008
    
    
    2007Beginning balance
    
    $
    7,375
    
    
    $
    5,916Additions based on tax positions related to the current year
    
    
    892
    
    
    
    2,033Additions for tax positions of prior years
    
    
    629
    
    
    
    367Reductions for tax positions of prior years
    
    
    (592
    )
    
    
    (587
    )Settlements
    
    
    (66
    )
    
    
    (354
    )Ending balance
    
    $
    8,238
    
    
    $
    7,375
  Poland
    
    2004 through 2008U.S. (Federal)
    
    2000 through 2008Spain
    
    2004 through 2008Australia
    
    2004 through 2008U.K.
    
    2004 through 2008Germany
    
    2002 through 2008
  (17) VALUATION AND QUALIFYING ACCOUNTS
  Year Ended December 31,(in thousands)
    
    2008
    
    
    2007
    
    
    2006Beginning balance-allowance for doubtful accounts
    
    $
    6,194
    
    
    $
    2,078
    
    
    $
    1,995Additions-charged to expense
    
    
    3,415
    
    
    
    2,225
    
    
    
    1,711Amounts written off
    
    
    (794
    )
    
    
    (555
    )
    
    
    (1,819
    )Impact of acquisition of RIA (See Note 6)
    
    
    
    
    
    
    2,244
    
    
    
    Other (primarily changes in foreign currency exchange rates)
    
    
    630
    
    
    
    202
    
    
    
    191Ending balance-allowance for doubtful accounts
    
    $
    9,445
    
    
    $
    6,194
    
    
    $
    2,078
 (18) STOCK PLANS
  87




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##### Table of Contents



(a) Stock options
  WeightedWeighted
    
    Average
    
    AggregateAverage
    
    Remaining
    
    IntrinsicNumber of
    
    Exercise
    
    Contractual
    
    ValueShares
    
    Price
    

Term (years)
    
    (thousands)Balance at December 31, 2007 (1,323,294 shares exercisable)
    
    
    1,685,102
    
    
    $
    13.64Granted
    
    
    1,851,518
    
    
    $
    10.10Exercised
    
    
    (78,938
    )
    
    $
    9.54Forfeited
    
    
    (33,650
    )
    
    $
    16.28Expired
    
    
    (40,838
    )
    
    $
    18.72Balance at December 31, 2008
    
    
    3,383,194
    
    
    $
    11.71
    
    
    
    7.3
    
    
    $
    6,429Exercisable at December 31, 2008
    
    
    1,392,439
    
    
    $
    12.67
    
    
    
    3.9
    
    
    $
    3,633Vested and expected to vest at December 31, 2008
    
    
    2,956,194
    
    
    $
    11.94
    
    
    
    6.9
    
    
    $
    5,784
  Year Ended
    
    Year Ended2008
    
    2007Volatility
    
    
    53.0
    %
    
    
    53.9
    %Risk-free interest rate  weighted average
    
    
    2.2
    %
    
    
    4.9
    %Risk-free interest rate  range
    
    2.0% to 2.3%
    
    
    4.9
    %Dividend yield
    
    
    0.0
    %
    
    
    0.0
    %Assumed forfeitures
    
    
    8.0
    %
    
    
    0.0
    %Expected lives
    
    7.1 years
    
    6.5 yearsWeighted-average fair value (per share)
    
    $
    4.28
    
    
    $
    17.09
 (b) Restricted stock
  88




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##### Table of Contents



WeightedAverage GrantNumber of
    
    Date FairShares
    
    ValueNonvested at December 31, 2007
    
    
    1,418,393
    
    
    $
    28.87Granted
    
    
    734,935
    
    
    $
    15.05Vested
    
    
    (226,146
    )
    
    $
    26.45Forfeited
    
    
    (264,655
    )
    
    $
    27.82Nonvested at December 31, 2008
    
    
    1,662,527
    
    
    $
    23.48
  (c) Employee stock purchase plans
  Year Ended December 31,2008
    
    2007
    
    2006Volatility  weighted average
    
    
    52.2
    %
    
    
    40.4
    %
    
    
    31.6
    %Volatility  range
    
    35.8% to 99.8
    %
    
    27.1% to 52.3
    %
    
    28.0% to 34.7
    %Risk-free interest rate  weighted average
    
    
    2.1
    %
    
    
    4.3
    %
    
    
    4.2
    %Risk-free interest rate  range
    
    0.9% to 3.3
    %
    
    3.1% to 5.0
    %
    
    4.0% to 4.5
    %Dividend yield
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %Expected lives
    
    3 months
    
    3 months
    
    3 monthsWeighted-average fair value (per share)
    
    $
    5.14
    
    
    $
    5.18
    
    
    $
    4.88
 (19) BUSINESS SEGMENT INFORMATION
  1)
    
    Through the EFT Processing Segment, the Company processes transactions for a network of
ATMs and POS terminals across Europe, the Middle East and Asia Pacific. The Company provides
comprehensive electronic payment solutions consisting of ATM network participation,
outsourced ATM and POS management solutions, credit and debit card outsourcing and
electronic
recharge services for prepaid mobile airtime. Through this segment, the Company also offers a
suite of integrated electronic financial transaction (EFT) software solutions for electronic
payment and transaction delivery systems.
 89




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##### Table of Contents



2)
    
    Through the Prepaid Processing Segment, the Company provides electronic distribution of
prepaid mobile airtime and other prepaid products and collection services in Europe, the
Middle East, Asia Pacific and North America.3)
    
    Through the Money Transfer Segment, the Company provides global money transfer and bill
payment services through a sending network of agents and Company-owned stores primarily in
North America and Europe, disbursing money transfers through a worldwide payer network.
   For the year ended December 31, 2008CorporateServices,EFT
    
    
    Prepaid
    
    
    Money
    
    
    Eliminations(in thousands)
    
    Processing
    
    
    Processing
    
    
    Transfer
    
    
    and Other
    
    
    ConsolidatedTotal revenues
    
    $
    205,257
    
    
    $
    609,106
    
    
    $
    231,302
    
    
    $
    
    
    
    $
    1,045,665Operating expenses:Direct operating costs
    
    
    93,414
    
    
    
    495,971
    
    
    
    114,457
    
    
    
    
    
    
    
    703,842Salaries and benefits
    
    
    34,944
    
    
    
    28,574
    
    
    
    50,543
    
    
    
    15,037
    
    
    
    129,098Selling, general and administrative
    
    
    19,398
    
    
    
    22,098
    
    
    
    34,673
    
    
    
    9,249
    
    
    
    85,418Goodwill and acquired intangible assets impairment
    
    
    
    
    
    
    50,681
    
    
    
    169,396
    
    
    
    
    
    
    
    220,077Depreciation and amortization
    
    
    19,195
    
    
    
    16,441
    
    
    
    19,383
    
    
    
    1,232
    
    
    
    56,251Total operating expenses
    
    
    166,951
    
    
    
    613,765
    
    
    
    388,452
    
    
    
    25,518
    
    
    
    1,194,686Operating income (loss)
    
    
    38,306
    
    
    
    (4,659
    )
    
    
    (157,150
    )
    
    
    (25,518
    )
    
    
    (149,021
    )Other income (expense):Interest income
    
    
    296
    
    
    
    7,151
    
    
    
    267
    
    
    
    2,897
    
    
    
    10,611Interest expense
    
    
    (3,693
    )
    
    
    (1,056
    )
    
    
    (115
    )
    
    
    (19,674
    )
    
    
    (24,538
    )Income (loss) from unconsolidated affiliates
    
    
    183
    
    
    
    1,149
    
    
    
    
    
    
    
    (82
    )
    
    
    1,250Impairment loss on investment securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (18,760
    )
    
    
    (18,760
    )Gain on early retirement of debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,546
    
    
    
    5,546Foreign exchange gain (loss), net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,821
    )
    
    
    (9,821
    )Total other income (expense)
    
    
    (3,214
    )
    
    
    7,244
    
    
    
    152
    
    
    
    (39,894
    )
    
    
    (35,712
    )Income (loss) from continuing operations
before income taxes and minority
interest
    
    
    35,092
    
    
    
    2,585
    
    
    
    (156,998
    )
    
    
    (65,412
    )
    
    
    (184,733
    )Income tax (expense) benefit
    
    
    (9,788
    )
    
    
    (17,148
    )
    
    
    25,585
    
    
    
    (8,877
    )
    
    
    (10,228
    )Minority interest
    
    
    250
    
    
    
    685
    
    
    
    
    
    
    
    
    
    
    
    935Income (loss) from continuing operations
    
    $
    25,554
    
    
    $
    (13,878
    )
    
    $
    (131,413
    )
    
    $
    (74,289
    )
    
    $
    (194,026
    )Segment assets as of December 31, 2008
    
    $
    203,889
    
    
    $
    685,680
    
    
    $
    410,288
    
    
    $
    140,267
    
    
    $
    1,440,124Property and equipment as of December 31, 2008
    
    $
    57,346
    
    
    $
    13,404
    
    
    $
    17,184
    
    
    $
    1,598
    
    
    $
    89,532
 90




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##### Table of Contents



For the year ended December 31, 2007CorporateServices,EFT
    
    
    Prepaid
    
    
    Money
    
    
    Eliminations(in thousands)
    
    Processing
    
    
    Processing
    
    
    Transfer
    
    
    and Other
    
    
    ConsolidatedTotal revenues
    
    $
    174,049
    
    
    $
    569,858
    
    
    $
    158,759
    
    
    $
    
    
    
    $
    902,666Operating expenses:Direct operating costs
    
    
    74,879
    
    
    
    464,874
    
    
    
    83,795
    
    
    
    
    
    
    
    623,548Salaries and benefits
    
    
    31,874
    
    
    
    27,493
    
    
    
    32,705
    
    
    
    13,217
    
    
    
    105,289Selling, general and administrative
    
    
    14,952
    
    
    
    20,567
    
    
    
    21,459
    
    
    
    5,811
    
    
    
    62,789Federal excise tax refund
    
    
    
    
    
    
    (12,191
    )
    
    
    
    
    
    
    
    
    
    
    (12,191
    )Depreciation and amortization
    
    
    16,197
    
    
    
    16,302
    
    
    
    13,670
    
    
    
    828
    
    
    
    46,997Total operating expenses
    
    
    137,902
    
    
    
    517,045
    
    
    
    151,629
    
    
    
    19,856
    
    
    
    826,432Operating income (loss)
    
    
    36,147
    
    
    
    52,813
    
    
    
    7,130
    
    
    
    (19,856
    )
    
    
    76,234Other income (expense):Interest income
    
    
    249
    
    
    
    5,340
    
    
    
    1,566
    
    
    
    9,095
    
    
    
    16,250Interest expense
    
    
    (4,416
    )
    
    
    (4,851
    )
    
    
    (1,257
    )
    
    
    (15,602
    )
    
    
    (26,126
    )Income (loss) from unconsolidated affiliates
    
    
    (26
    )
    
    
    546
    
    
    
    
    
    
    
    388
    
    
    
    908Loss on early retirement of debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (427
    )
    
    
    (427
    )Foreign exchange gain, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,497
    
    
    
    15,497Total other income (expense)
    
    
    (4,193
    )
    
    
    1,035
    
    
    
    309
    
    
    
    8,951
    
    
    
    6,102Income (loss) from continuing operations
before income taxes and minority interest
    
    
    31,954
    
    
    
    53,848
    
    
    
    7,439
    
    
    
    (10,905
    )
    
    
    82,336Income tax (expense) benefit
    
    
    468
    
    
    
    (12,194
    )
    
    
    7,563
    
    
    
    (23,596
    )
    
    
    (27,759
    )Minority interest
    
    
    302
    
    
    
    (2,342
    )
    
    
    
    
    
    
    
    
    
    
    (2,040
    )Income (loss) from continuing operations
    
    $
    32,724
    
    
    $
    39,312
    
    
    $
    15,002
    
    
    $
    (34,501
    )
    
    $
    52,537Segment assets as of December 31, 2007
    
    $
    215,087
    
    
    $
    781,176
    
    
    $
    699,305
    
    
    $
    190,588
    
    
    $
    1,886,156Property and equipment as of December 31, 2007
    
    $
    58,143
    
    
    $
    13,638
    
    
    $
    13,957
    
    
    $
    2,599
    
    
    $
    88,337
 91




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##### Table of Contents



For the year ended December 31, 2006CorporateServices,EFT
    
    
    Prepaid
    
    
    Money
    
    
    Eliminations(in thousands)
    
    Processing
    
    
    Processing
    
    
    Transfer
    
    
    and Other
    
    
    ConsolidatedTotal revenues
    
    $
    144,515
    
    
    $
    467,651
    
    
    $
    3,210
    
    
    $
    
    
    
    $
    615,376Operating expenses:Direct operating costs
    
    
    56,851
    
    
    
    376,329
    
    
    
    1,932
    
    
    
    
    
    
    
    435,112Salaries and benefits
    
    
    27,417
    
    
    
    22,561
    
    
    
    2,353
    
    
    
    13,285
    
    
    
    65,616Selling, general and administrative
    
    
    12,069
    
    
    
    17,011
    
    
    
    1,863
    
    
    
    4,343
    
    
    
    35,286Depreciation and amortization
    
    
    13,900
    
    
    
    14,128
    
    
    
    357
    
    
    
    205
    
    
    
    28,590Total operating expenses
    
    
    110,237
    
    
    
    430,029
    
    
    
    6,505
    
    
    
    17,833
    
    
    
    564,604Operating income (loss)
    
    
    34,278
    
    
    
    37,622
    
    
    
    (3,295
    )
    
    
    (17,833
    )
    
    
    50,772Other income (expense):Interest income
    
    
    379
    
    
    
    4,508
    
    
    
    23
    
    
    
    8,734
    
    
    
    13,644Interest expense
    
    
    (3,276
    )
    
    
    (1,077
    )
    
    
    3
    
    
    
    (10,369
    )
    
    
    (14,719
    )Income from unconsolidated affiliates
    
    
    (402
    )
    
    
    1,062
    
    
    
    
    
    
    
    
    
    
    
    660Foreign exchange gain, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,287
    
    
    
    10,287Total other income (expense)
    
    
    (3,299
    )
    
    
    4,493
    
    
    
    26
    
    
    
    8,652
    
    
    
    9,872Income (loss) from continuing operations
before income taxes and minority interest
    
    
    30,979
    
    
    
    42,115
    
    
    
    (3,269
    )
    
    
    (9,181
    )
    
    
    60,644Income tax expense
    
    
    (5,993
    )
    
    
    (7,972
    )
    
    
    (179
    )
    
    
    (150
    )
    
    
    (14,294
    )Minority interest
    
    
    346
    
    
    
    (1,323
    )
    
    
    
    
    
    
    
    
    
    
    (977
    )Income (loss) from continuing operations
    
    $
    25,332
    
    
    $
    32,820
    
    
    $
    (3,448
    )
    
    $
    (9,331
    )
    
    $
    45,373
  Revenues
    
    
    Property & Equipment, net
    
    
    Total AssetsFor the year ended
    
    
    as of December 31,
    
    
    as of December 31,(in thousands)
    
    2008
    
    
    2007
    
    
    2006
    
    
    2008
    
    
    2007
    
    
    2008
    
    
    2007U.S.
    
    $
    252,535
    
    
    $
    219,299
    
    
    $
    100,455
    
    
    $
    13,204
    
    
    $
    14,970
    
    
    $
    354,774
    
    
    $
    676,322U.K.
    
    
    203,449
    
    
    
    236,137
    
    
    
    184,557
    
    
    
    3,503
    
    
    
    4,090
    
    
    
    228,431
    
    
    
    329,077Australia
    
    
    169,663
    
    
    
    120,909
    
    
    
    100,291
    
    
    
    2,332
    
    
    
    1,440
    
    
    
    177,545
    
    
    
    120,785Poland
    
    
    98,075
    
    
    
    74,648
    
    
    
    58,770
    
    
    
    27,791
    
    
    
    28,203
    
    
    
    73,288
    
    
    
    71,059Germany
    
    
    78,337
    
    
    
    58,720
    
    
    
    47,276
    
    
    
    8,615
    
    
    
    8,932
    
    
    
    169,157
    
    
    
    164,510Spain
    
    
    77,755
    
    
    
    65,661
    
    
    
    41,749
    
    
    
    3,610
    
    
    
    2,639
    
    
    
    129,901
    
    
    
    247,570India
    
    
    37,182
    
    
    
    31,459
    
    
    
    20,769
    
    
    
    2,189
    
    
    
    3,348
    
    
    
    20,087
    
    
    
    24,136Other
    
    
    128,669
    
    
    
    95,833
    
    
    
    61,509
    
    
    
    28,288
    
    
    
    24,715
    
    
    
    286,941
    
    
    
    252,697Total
    
    $
    1,045,665
    
    
    $
    902,666
    
    
    $
    615,376
    
    
    $
    89,532
    
    
    $
    88,337
    
    
    $
    1,440,124
    
    
    $
    1,886,156
  92




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(20) FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
 (a) Concentrations of credit risk
   (b) Fair value of financial instruments
  As of December 31,2008
    
    2007Carrying
    
    
    
    
    
    Carrying(in thousands)
    
    Value
    
    Fair Value
    
    Value
    
    Fair ValueAvailable-for-sale investment securities
    
    $
    1,351
    
    
    $
    1,351
    
    
    $
    20,562
    
    
    $
    20,5621.625% convertible senior debentures, unsecured, due 2024
    
    
    70,000
    
    
    
    63,522
    
    
    
    140,000
    
    
    
    149,8043.50% convertible debentures, unsecured, due 2025
    
    
    175,000
    
    
    
    112,131
    
    
    
    175,000
    
    
    
    182,821Interest rate swaps related to floating rate debt
    
    
    (830
    )
    
    
    (830
    )
    
    
    (994
    )
    
    
    (994
    )Foreign currency derivative contracts
    
    
    278
    
    
    
    278
    
    
    
    (328
    )
    
    
    (328
    )
  Fair Value Measurements as ofDecember 31, 2008 UsingQuoted Prices
    
    Significantin Active
    
    OtherMarkets for
    
    ObservableAssets (liabilities) (in thousands)
    
    Identical Assets
    
    InputsAvailable-for-sale investment securities
    
    $
    1,351
    
    
    $
    Interest rate swaps related to floating rate debt
    
    
    
    
    
    
    (830
    )Foreign currency derivative contracts
    
    
    
    
    
    
    278
  93




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##### Table of Contents



(21) COMPUTER SOFTWARE TO BE SOLD
  Year Ended December 31,(in thousands)
    
    2008
    
    
    2007
    
    
    2006Beginning balance-capitalized development cost
    
    $
    2,078
    
    
    $
    1,516
    
    
    $
    1,440Additions
    
    
    2,010
    
    
    
    1,410
    
    
    
    1,050Amortization
    
    
    (1,262
    )
    
    
    (848
    )
    
    
    (974
    )Net capitalized development cost
    
    $
    2,826
    
    
    $
    2,078
    
    
    $
    1,516
  (22) LITIGATION AND CONTINGENCIES
 Litigation
  Contingencies
     (23) FEDERAL EXCISE TAX REFUND
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(24) GUARANTEES
    
    
    In connection with contracts with financial institutions in the EFT Processing
Segment, the Company is responsible for damages to ATMs and theft of ATM network cash
that, generally, is not recorded on the Companys Consolidated Balance Sheet. As of
December 31, 2008, the balance of ATM network cash for which the Company was responsible
was approximately $415 million. The Company maintains insurance policies to mitigate this
exposure;
    
    In connection with the license of proprietary systems to customers, Euronet provides
certain warranties and infringement indemnities to the licensee, which generally warrant
that such systems do not infringe on intellectual property owned by third parties and that
the systems will perform in accordance with their specifications;
    
    Euronet has entered into purchase and service agreements with vendors and consulting
agreements with providers of consulting services, pursuant to which the Company has agreed
to indemnify certain of such vendors and consultants, respectively, against third-party
claims arising from the Companys use of the vendors product or the services of the
vendor or consultant;
    
    In connection with acquisitions and dispositions of subsidiaries, operating units and
business assets, the Company has entered into agreements containing indemnification
provisions, which can be generally described as follows: (i) in connection with
acquisitions made by Euronet, the Company has agreed to indemnify the seller against third
party claims made against the seller relating to the subject subsidiary, operating unit or
asset and arising after the closing of the transaction, and (ii) in connection with
dispositions made by Euronet, Euronet has agreed to indemnify the buyer against damages
incurred by the buyer due to the buyers reliance on representations and warranties
relating to the subject subsidiary, operating unit or business assets in the disposition
agreement if such representations or warranties were untrue when made;
    
    Euronet has entered into agreements with certain third parties, including banks that
provide fiduciary and other services to Euronet or to the Companys benefit plans. Under
such agreements, the Company has agreed to indemnify such service providers for third
party claims relating to the carrying out of their respective duties under such
agreements; and
    
    The Company has issued surety bonds in compliance with money transfer licensing
requirements of the applicable governmental authorities.
  (25) RELATED PARTY TRANSACTIONS
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##### Table of Contents



(26) SUBSEQUENT EVENTS
  (27) SELECTED QUARTERLY DATA (UNAUDITED)
 First
    
    Second
    
    Third
    
    Fourth(in thousands, except per share data)
    
    Quarter
    
    Quarter
    
    Quarter
    
    QuarterYear Ended December 31, 2008:Net revenues
    
    $
    244,793
    
    
    $
    264,450
    
    
    $
    280,703
    
    
    $
    255,719Operating income (loss)
    
    $
    13,231
    
    
    $
    17,298
    
    
    $
    18,768
    
    
    $
    (198,318
    )Net income (loss)
    
    $
    (6,836
    )
    
    $
    7,787
    
    
    $
    5,768
    
    
    $
    (201,816
    )Earnings (loss) per common share:Basic
    
    $
    (0.14
    )
    
    $
    0.16
    
    
    $
    0.12
    
    
    $
    (4.04
    )Diluted (1)
    
    $
    (0.14
    )
    
    $
    0.15
    
    
    $
    0.11
    
    
    $
    (4.04
    )Year Ended December 31, 2007:Net revenues
    
    $
    167,043
    
    
    $
    233,465
    
    
    $
    241,725
    
    
    $
    260,433Operating income
    
    $
    11,838
    
    
    $
    15,316
    
    
    $
    17,559
    
    
    $
    31,521Net income
    
    $
    9,461
    
    
    $
    8,496
    
    
    $
    15,921
    
    
    $
    19,626Earnings per common share:Basic
    
    $
    0.25
    
    
    $
    0.18
    
    
    $
    0.33
    
    
    $
    0.40Diluted (1)
    
    $
    0.23
    
    
    $
    0.17
    
    
    $
    0.31
    
    
    $
    0.37
 
 (1)
    
    With the exceptions of the first and fourth quarters 2008 and the second quarter 2007, the
assumed conversion of the Companys $140 million 1.625% convertible debentures under the
if-converted method was dilutive and, accordingly, the impact has been included in the
computation of diluted earnings per common share for these periods. 
 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  
 ITEM 9A. CONTROLS AND PROCEDURES
 EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
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CHANGE IN INTERNAL CONTROLS
  MANAGEMENTS REPORT ON INTERNAL CONTROLS OVER FINANCIAL REPORTING
   Internal ControlIntegrated Framework
  /s/
Michael J. Brown

Michael J. BrownChief Executive Officer/s/
Rick L. Weller

Rick L. WellerChief Financial Officer and Chief Accounting Officer
  
 ITEM 9B. OTHER INFORMATION
  97




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##### Table of Contents



PART III
 
 ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
   
 ITEM 11. EXECUTIVE COMPENSATION
  
 ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
  
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
  
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
  
 PART IV
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
  1. Financial Statements
  2. Schedules
  3. Exhibits
  98




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##### Table of Contents



SIGNATURES
  EURONET WORLDWIDE, INC.Date: February 27, 2009
    
    /s/
Michael J. BrownMichael J. BrownChairman of the Board of Directors, Chief ExecutiveOfficer and Director (principal executive officer)
 th
 Signature
    
    Title/s/
Michael J. Brown

Michael J. Brown
    
    Chairman of the Board of Directors, Chief Executive Officer and Director (principal executive officer)/s/
Rick L. Weller

Rick L. Weller
    
    Chief Financial Officer and Chief Accounting Officer
(principal financial officer and principal accounting officer)/s/
Paul S. Althasen

Paul S. Althasen
    
    Director/s/
Andzrej Olechowski

Andzrej Olechowski
    
    Director/s/
Eriberto R. Scocimara

Eriberto R. Scocimara
    
    Director/s/
Thomas A. Mcdonnell

Thomas A. McDonnell
    
    Director/s/
Andrew B. Schmitt

Andrew B. Schmitt
    
    Director/s/
M. Jeannine Strandjord

M. Jeannine Strandjord
    
    Director
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EXHIBITS
 Exhibit Index
 Exhibit
    
    Description2.1
    
    Stock Purchase Agreement dated November 21, 2006 by and among Euronet Payments & Remittance, Inc., Euronet Worldwide, Inc.; the
Fred Kunik Family Trust and the Irving Barr Living Trust (filed as Exhibit 2.1 to the Companys Current Report on Form 8-K filed on
November 28, 2006, and incorporated by reference herein)2.2
    
    First Amendment to Stock Purchase Agreement, dated April 2, 2007, by and among Euronet Payments & Remittance, Inc., Euronet
Worldwide, Inc., the Fred Kunik Family Trust and the Irving Barr Living Trust (filed as Exhibit 2.1 to the Companys Form 8-K filed
on April 9, 2007, and incorporated by reference herein)2.3
    
    Second Amendment to Stock Purchase Agreement, dated April 4, 2007, by and among Euronet Payments & Remittance, Inc., Euronet
Worldwide, Inc., the Fred Kunik Family Trust and the Irving Barr Living Trust (filed as Exhibit 2.2 to the Companys Form 8-K filed
on April 9, 2007, and incorporated by reference herein)3.1
    
    Certificate of Incorporation of Euronet Worldwide, Inc., as amended (filed as Exhibit 4.2 to the Companys Registration Statement
under the Securities Act of 1933 on Form S-8 on August 10, 2006, and incorporated by reference herein)3.2
    
    Amended and Restated Bylaws of Euronet Worldwide, Inc. (filed as Exhibit 3.2 to the Companys Form 8-K filed on December 22, 2008,
and incorporated by reference herein)4.1
    
    Rights Agreement, dated as of March 21, 2003, between Euronet Worldwide, Inc. and EquiServe Trust Company, N.A. (filed as Exhibit
4.1 to the Companys Current Report on Form 8-K filed on March 24, 2003 (File No. 001-31648), and incorporated by reference herein)4.2
    
    First Amendment to Rights Agreement, dated as of November 28, 2003, between Euronet Worldwide, Inc. and EquiServe Trust Company,
N.A. (filed as Exhibit 4.1 to the Companys Current Report on Form 8-K filed on December 4, 2003 (File No. 001-31648), and
incorporated by reference herein)4.3
    
    Indenture, dated as of December 15, 2004, between Euronet Worldwide, Inc. and U.S. Bank National Association (filed as Exhibit 4.10
to the Companys Registration Statement on Form S-3 filed on January 26, 2005, and incorporated by reference herein)4.4
    
    Specimen 1.625% Convertible Senior Debenture Due 2024 (Certificated Security) (filed as Exhibit 4.14 to the Companys Registration
Statement on Form S-3/A filed on February 5, 2005, and incorporated by reference herein)4.5
    
    Indenture, dated as of October 4, 2005, between Euronet Worldwide, Inc. and U.S. Bank National Association (filed as Exhibit 4.1 to
the Companys Current Report on Form 8-K filed on October 26, 2005, and incorporated by reference herein)4.6
    
    Specimen 3.50% Convertible Debenture Due 2025 (Certificated Security) (included in Exhibit 4.10 to the Companys Registration
Statement on Form S-3/A filed on November 10, 2005, and incorporated by reference herein)4.7
    
    Securities Purchase Agreement, dated as of March 8, 2007, among Euronet Worldwide, Inc. and the Purchasers as listed on Exhibit A
thereto (filed as Exhibit 4.1 to the Companys Form 8-K filed March 14, 2007, and incorporated by reference herein)4.8
    
    Form of Contingent Value Rights Agreement, entered into April 4, 2007 with each of the Irving Barr Living Trust and the Fred Kunik
Family Trust, granting each contingent value rights associated with 1,842,549 shares of common stock (included as Exhibit B to the
Stock Purchase Agreement filed as Exhibit 2.1 to the Companys Current Report on Form 8-K filed on November 28, 2006, and
incorporated by reference herein)
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##### Table of Contents



Exhibit
    
    Description4.9
    
    Form of Stock Appreciation Rights Agreement, entered into April 4, 2007 with each of the Irving Barr Living Trust and the Fred
Kunik Family Trust, granting each stock appreciation rights with respect to 1,842,549 shares of common stock (included as Exhibit C
to the Stock Purchase Agreement filed as Exhibit 2.1 to the Companys Current Report on Form 8-K filed on November 28, 2006, and
incorporated by reference herein)10.1
    
    Euronet Long-Term Incentive Stock Option Plan (1996), as amended (filed as Exhibit 10.7 to the Companys Annual Report on Form 10-K
filed on March 15, 2004, and incorporated by reference herein) (2)10.2
    
    Euronet Worldwide, Inc. Stock
Option Plan (1998), as amended (filed as Exhibit 10.8 to the
Companys Annual Report on Form 10-K filed on March 15, 2004,
and incorporated by reference herein) (2)10.3
    
    Euronet Worldwide, Inc. 2002 Stock Incentive Plan (Amended and Restated) (included as Appendix B to the Companys Definitive Proxy
Statement filed on April 20, 2004, and incorporated by reference herein) (2)10.4
    
    Rules and Procedures for Euronet Matching Stock Option Grant Program (filed as Exhibit 10.3 to Companys Form 10-Q filed on
November 14, 2002 and incorporated by reference herein) (2)10.5
    
    Employment Agreement executed in January 2003, between Euronet Worldwide, Inc. and John Romney, Managing Director, Europe, Middle
East and Africa (EMEA) (filed as Exhibit 10.15 to the Companys Form 10-Q filed on May 15, 2005, and incorporated by reference
herein) (2)10.6
    
    Asset Purchase Agreement among Euronet Worldwide, Inc. and Meflur S.L. dated November 3, 2004 (filed as Exhibit 10.17 to the
Companys Annual Report on Form 10-K filed on March 15, 2005, and incorporated by reference herein)10.7
    
    Form of Employee Restricted Stock Grant Agreement pursuant to Euronet Worldwide, Inc. 2006 Stock Incentive Plan (filed as Exhibit
10.8 to the Companys Quarterly Report on Form 10-Q filed on August 4, 2006, and incorporated by reference herein) (2)10.8
    
    Form of Employee Restricted Stock Unit Agreement for Executives and Directors pursuant to Euronet Worldwide, Inc. 2006 Stock
Incentive Plan (filed as Exhibit 10.39 to the Companys Annual Report on Form 10-K filed February 28, 2007, and incorporated by
reference herein) (2)10.9
    
    Credit Agreement dated as of April 4, 2007 among Euronet Worldwide, Inc., and certain subsidiaries and affiliates, as borrowers,
certain subsidiaries and afiliates, as guarantors, the lenders party thereto, Bank of America, N.A., as administrative agent and
collateral agent, California Bank & Trust, as synidication agent and Citibank, N.A., as documentation agent (filed as Exhibit 10.1
to the Companys Quarterly Report on Form 10-Q filed on May 4, 2007, and incorporated by reference herein)10.10
    
    Euronet Worldwide Inc. 2006 Stock
Incentive Plan (Amended and Restated) (filed as Exhibit 10.2 to the
Companys Quarterly Report on Form 10-Q filed on May 4, 2007,
and incorporated by reference herein) (2)10.11
    
    Employment Agreement dated June 19, 2007 between Euronet Worldwide, Inc. and Kevin J. Caponecchi (filed as Exhibit 10.1 to the
Companys Current Report on Form 8-K filed on June 25, 2007, and incorporated by reference herein) (2)10.12
    
    Euronet Worldwide, Inc. Executive Annual Incentive Plan (filed as Exhibit 10.18 to the Companys Annual Report on Form 10-K filed
on February 29, 2008, and incorporated by reference herein) (2)10.13
    
    Letter Agreement dated January 30, 2008 between Euronet Worldwide, Inc. and John Romney for Confirmation of Terms of Resignation
(filed as Exhibit 10.19 to the Companys Annual Report on Form 10-K filed on February 29, 2008, and incorporated by reference
herein) (2)10.14
    
    Amendment No. 1 to the Credit Agreement dated April 23, 2008 (filed as Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q
filed on May 9, 2008, and incorporated by reference herein)
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Exhibit
    
    Description10.15
    
    Amended and Restated Employment Agreement executed in March 2008 and effective April 25, 2008 between Euronet Worldwide, Inc. and
Miro Bergman, Executive Vice President and Chief Operatons Officer, Prepaid Processing Segment (filed as Exhibit 10.2 to the
Companys Quarterly Report on Form 10-Q filed on May 9, 2008, and incorporated by reference herein) (2)10.16
    
    Amended and Restated Employment Agreement dated April 10, 2008 between Euronet Worldwide, Inc. and Michael J. Brown, Chairman and
Chief Executive Officer (filed as Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q filed on May 9, 2008, and
incorporated by reference herein) (2)10.17
    
    Amended and Restated Employment Agreement dated April 10, 2008 between Euronet Worldwide, Inc. and Rick L. Weller, Executive Vice
President and Chief Financial Officer (filed as Exhibit 10.4 to the Companys Quarterly Report on Form 10-Q filed on May 9, 2008,
and incorporated by reference herein) (2)10.18
    
    Amended and Restated Employment Agreement dated April 10, 2008 between Euronet Worldwide, Inc. and Jeffrey B. Newman, Executive
Vice President and General Counsel (filed as Exhibit 10.5 to the Companys Quarterly Report on Form 10-Q filed on May 9, 2008, and
incorporated by reference herein) (2)10.19
    
    Amended and Restated Employment Agreement dated April 10, 2008 between Euronet Worldwide, Inc. and Juan C. Bianchi, Executive Vice
President and Managing Director, Money Transfer Segment (filed as Exhibit 10.6 to the Companys Quarterly Report on Form 10-Q filed
on May 9, 2008, and incorporated by reference herein) (2)10.20
    
    Employment Agreement dated May 11, 2008 between Euronet Worldwide, Inc. and Gareth Gumbley, Managing Director, Prepaid Processing
Segment (filed as Exhibit 10.7 to the Companys Quarterly Report on Form 10-Q filed on August 7, 2008, and incorporated by
reference herein) (2)10.21
    
    Form of Indemnification Agreement, (filed as Exhibit 10.1 to the Companys Form 8-K filed on December 22, 2008, and incorporated by
reference herein)10.22
    
    Form of Amendment No. 2 to the Credit Agreement dated February 18, 2009 (filed as Exhibit 10.1 to the Companys Form 8-K filed on
February 19, 2009, and incorporated by reference herein)12.1
    
    Computation of Ratio of Earnings to Fixed Charges (1)21.1
    
    Subsidiaries of the Registrant (1)23.1
    
    Consent of Independent Registered Public Accounting Firm (1)31.1
    
    Section 302  Certification of Chief Executive Officer (1)31.2
    
    Section 302  Certification of Chief Financial Officer (1)32.1
    
    Section 906 Certification of Chief Executive Officer (1)32.2
    
    Section 906 Certification of Chief Financial Officer (1)
 
 (1)
    
    Filed herewith.(2)
    
    Management contracts and compensatory plans and arrangements required to be filed as Exhibits pursuant to Item 15(a) of this report.  102